


With You Forever

by RedBerrie



Category: Doctor Who, Doctor Who & Related Fandoms, Doctor Who (2005)
Genre: Alternate Ending, Episode Fix-it: s04e13 Journey's End, Episode: s04e13 Journey's End, F/M
Language: English
Status: Completed
Published: 2013-08-28
Updated: 2016-06-03
Packaged: 2017-12-24 23:12:57
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 14
Words: 24,501
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/945809
Author URL: https://archiveofourown.org/users/RedBerrie/pseuds/RedBerrie
Summary: <blockquote class="userstuff">
              <p>The DoctorDonna's song has ended, and life has returned to normal. Or has it? She may have no memories of a skinny spaceman in a little blue box, but Donna Noble is the key to Earth's salvation. A "Journey's End" fix-it.</p>
            </blockquote>





	1. Prologue

**Author's Note:**

> This story came about due to two reasons - one, the fact that Donna Noble is my favorite Who companion of all time, both classic and new; and, two, my continued annoyance over the way Donna left the TARDIS in "Journey's End" (4x13). The Doctor states that a human-Time Lord hybrid isn't possible; the two species' biologies are just too different, and it will end up destroying the individual. Then what about River Song? She's Time Lord enough to regenerate, and yet not Time Lord enough for the Doctor to realize he isn't the last of his species. (In "Utopia" (3x11) the Doctor states that he would be able to telepathically feel if there was another Time Lord in existence; yet he inhabits not only the same universe but the same room and even shares a kiss with Professor Song before he realizes her Gallifreyan nature.)
> 
> So perhaps it's not a case of "it's not possible" so much as it's a case of "the Doctor doesn't see how it could be possible; therefore, it isn't."
> 
> I've also always found it interesting how the Doctor doesn't remove Donna's memories, but instead blocks them. Even though to remove them would make it impossible for her to remember them again, and therefore removing all danger of exactly what happened in "The End of Time" duo.
> 
> So I guess this is a "fix-it" fic for "Journey's End". I hope you enjoy it, and the return of the DoctorDonna.
> 
> New chapters will be uploaded on an individual basis.

"How 'bout we try the planet Felspoon? Just 'cause."

The Doctor doesn't respond. Leaning against one of the coral struts in his time ship, the Doctor stares off into nothing with a vacant expression on his face. At least, his expression would be vacant to a stranger. But she's known him too long not to see how tight he's holding his mouth, how glassy his eyes have gotten, the way his shoulders are slumped forward and the way he keeps swallowing.

Then, again, why shouldn't he be grieving? He just left the love of two of his lives on a beach of a parallel world, forever out of reach. Again. This time, with a rival for Rose Tyler's affection that can give her something the Doctor never could - his _human_ life. No wonder the man's a wreck.

If there's one thing that the Doctor and Donna Noble agree on, it's that silence must be covered with talk. So she puts her mouth to good work and keeps talking over his pain. "What a good name, Felspoon. Apparently, it's got mountains that sway in the breeze." Flying the TARDIS is easy for her, now. She can see how the different components come together into a glorious whole. Circling around, she turns a knob and starts to set the coordinates for their next destination. "Mountains that move. Can you imagine?" Perhaps a relaxing planet is exactly what the Doctor needs right now.

Perhaps he's thinking the same thing, because he finally responds to her prattling. "And how do you know that?" he asks, voice as emotionless as his face.

"Because it's in your head," she reminds him, "and if it's in your head, it's in mine." She feels almost guilty, being so cheerful when the Doctor is so morose. But for the first time she can remember, Donna Noble is someone important. It gives a spring to her step and a lilt to her voice.

"And how does that make you feel?" is the Doctor's response. Donna looks up from the console to realize that his attention, his _grief_ , has shifted away from Dårlig Ulv Stranden and onto _her_.

She's too high to let it get to her for long, though, and takes his question at face value. "Brilliant! Fantastic! _Molto bene_! Great big universe, packed into my brain!" She turns back to him, noting with a chill the way he's still watching her. "You know you can fix that chameleon circuit if you just tried hot-binding the fragment links and superseding the binary-"

Suddenly, she's out of breath, and the Doctor's expression has gone from one of controlled grief to one of almost alarm. She sucks in a quick breath, trying to understand what had happened. Lightning quick, even faster than a human brain ever could, her enhanced mind replays the last few seconds back, and she realizes that she had said the word 'binary', not once, but a full fourteen times.

She doesn't understand, and then she does. Her mind travels the same lines of reasoning the Doctor's already has, and realizes what's happening. And what's going to happen.

But unlike the Doctor, Donna is still human enough to find solace in pure denial. "I'm fine," she insists, turning away from the Doctor walking to the other side of the console. As if putting it between her and the Doctor can change the course of events, or even delay them. "Nah, never mind Felspoon." Her voice is just as chipper as it was a moment ago, but now there's a note of desperation to it. "You know who I'd like to meet? Charlie Chaplin. I bet he's great, Charlie Chaplin, shall we do that shall we go see Charlie Chaplin?" She's talking too fast, she knows, but she can't stop. "Shall we, Charlie Chaplin?" She picks up the phone on the TARDIS console, and pretends to talk into it. "Charlie Chester, Charlie Brown, no, he's fiction, friction, fiction fickston nickston rickston brickston-"

She's run out of air, again, but this time there's no confusion. Only a cold understanding of what's going on, and what it means. Her gasp for breath this time has almost a hint of a sob to it.

Suddenly, the Doctor is there, watching her mind falling apart. "Do you know what's happening?" His voice is still almost expressionless, and she suddenly realizes what it is - it's not unfeeling, it's _numb_. And that scares her more than anything. She's seen this man so furious he's literally shaking. She's seen him bouncing off the walls in a manic glee at his own cleverness. She's seen him fight, and win, so many times; but he's never done it numb. Numb isn't a prelude to fight. Numb is defeat.

She finally answers his question with a voice just as numb, just as defeated, as his own. "Yeah." It's almost a whisper.

"There's never been a Human/Time Lord metacrisis before now," is his statement, "and you know why."

Donna hesitates before naming her own death sentence. "Because there can't be." She looks back down at the console, this humming machine that used to be so alien and strange that's now comfortable and familiar. She won't look him in the face as she makes her next request. Her final request. "I want to stay." It's not fair of her, perhaps, asking him to deal with the grief of her final moments, of being there while her mind finally burns out, but she doesn't care. Not enough that she won't fight for this, to die with dignity here in the TARDIS.

But the Doctor is having none of it. He leans over the console beside her, a pose of intimate familiarity, as he delivers what she believes will be his refusal. "Look at me." But she doesn't comply; a childish part of her believes that if she doesn't look at him, he can't refuse her. "Donna, look at me!"

It's the pain in his voice that finally gets to her. She looks up to see him fighting tears, and the sight threatens to break her own composure. "I was going to be with you. Forever."

"I know," is the Doctor's only reply.

"Rest of my life. Traveling. In the TARDIS. The DoctorDonna." The last is almost bit out, and she realizes that she's crying, has been crying for awhile.

He doesn't reply. Doesn't jump in to refuse her request. Doesn't even try to comfort her. Just stands there and watches her with a look of restrained grief. And just a hint of ... hope?

She thinks hard, again traveling the same lines of reasoning that the Doctor will have already thought of, and realizes that there's a way for her to live.

A way that the Doctor, in his own selfish way, will prefer.

And she realizes that he will probably already have decided that this was best. And will be ready to see it through, no matter what.

"Oh," she gasps, backing away from him. "Oh, I ca- I can't go back." She shakes her head almost violently, still backing up, but all he has to do with those long legs of his is take one step forward and his hands on her shoulders stops her. "Don't make me go back." She's sobbing now. He just stands there, holding her still, listening to her cries, and she realizes that he's going to do this whether she wants him to or not. "Doctor. Please." Her voice has an almost frantic tone to it now. "Please, don't make me go back!"

"Donna," he replies, and for one moment she thinks that maybe he's heard her. That he realizes that she'd literally rather die than return to the miserable life of self-doubt and worthlessness that she led before him. But then he takes a breath and continues. "Oh, Donna Noble, I am so sorry." She shakes her head, no, but he ignores her. "But we had the best of times." He tries to reassure her with a smile, but he's holding back his own sobs and it comes out as a grimace of pain.

She looks at him, standing there, holding her back, and feels a horror almost mixed with fear. Here is the man the Daleks and the Cybermen and so many other races throughout the galaxies fear. Here is the Oncoming Storm. His greatest weapon isn't his fury, or his cleverness.

It's his kindness.

"Goodbye." It's almost a whisper, almost a prayer, as he places those clever fingers of his on her temples.

"No, no, no please." It's almost a plea, now, almost begging. "Please, no. No!" She can feel it, now, him in her head. She feels him ripping through her barriers and entering her most prized possession. And she feels them slipping away. "NO!" But it's done, and all she has to cling to is a feeling of horrible grief and unimaginable betrayal without context as the darkness washes over her.

* * *

She was his best friend. She had saved him from himself so many times. At the end, he had done what he could to return the favor.

That's what he kept reminding himself. Sitting in the Mott and Noble family's living room, watching a version of Donna so much younger emotionally than the one he was used to, he kept his composure by reminding himself that he had saved his best friend from her own mind.

Standing in the kitchen, listening to her call "Dumbo" some other friend over the phone, desperately wanting some sort of acknowledgement from her before he left but receiving only an offhanded "yeah, see 'ya," he reminded himself that she wouldn't be alive if it wasn't for his actions.

Looking into Wilfred's eyes, seeing the grief there but also the gratitude, listening to the old soldier's promise to remember him for Donna's sake, he decided that he had done the right thing.

She was Donna Noble; she'd find her way back to herself. At least he had given her the chance to do so.

Perhaps it was a little bit of selfishness, however, that guided his actions. Now he could go out and journey amongst the stars knowing that she was safe and alive and (hopefully) happy. Now he wouldn't have yet another death on his conscious. But that comfort was only secondary, he assured himself, a happy byproduct of doing what was right for _her._

Perhaps it was also selfishness that made him only block the deadly memories instead of removing them entirely. Perhaps it was selfishness, or perhaps it was a bit of foresight. Perhaps the old Time Lord had finally picked up a hint of clairvoyance from his time ship.

Whatever it was that stayed his hand, it would prove to be a wise move in the years to come.


	2. Headaches and Blackouts

**Notes for the Chapter:**

> This chapter starts the original material, as well as the day-to-day stuff. So this is where I'm going to start needing help. I've portrayed, as accurately as possible, what life for Donna Noble (or any other person, for that matter) is like in London, England. However, my information of what a "normal" life looks like across the pond comes from what I see on TV and what I read on the Internet. And while I'm pretty sure I got it at least mostly correct, I may have misspelled something here or called something by the entirely wrong name over there. If any of my readers lives in England, or has lived in England, and notices a mistake, please feel free to PM me so I can fix it right away. This goes for this chapter and any future chapters.
> 
> I'm going to try and upload new chapters every Sunday and Wednesday afternoon/evening. That's quite an ambitious schedule, however, so it may change to only once a week. All updates for the uploading schedule will be posted in upcoming chapters. I won't leave you hanging, promise! :)

6:38 in the morning is a ghastly time to be awake. Especially when the one awake has no reason to not be asleep, other than their own stubborn body.

Still, two could play the stubborn game. Donna Noble pulled her quilt up to her chin and resolutely refused to get out of bed. Well, to be fair, part of her defiance was due to stubbornness. The other part was due to the splitting headache currently burning its way from her closed eyelids all the way to the base of her skull.

The pounding in her head slowly solidified to a constant droning noise; a noise which, she was surprised, had a real-world origin. Reluctantly, she cracked one eye open to look around her morning-lit room, then gave up entirely and propped herself up on an elbow. The buzz was coming from ... there, close to her window. A wasp had found its way into her bedroom, and was now trying to get back out again.

Annoyed, she flopped back down onto her mattress. Normal people didn't get unbearable headaches because they heard a wasp. Or saw a red spider. Or used a pepper pot. But Donna's life had been anything but normal recently.

The headache was getting worse. The burning sensation intensified, until it felt like someone was drilling red-hot nails through her skull. Her head, her scalp, her face, all felt like they were on fire. And, like always, the visions came; brief snippets of time, like clips from a movie. But these were very real; just as real as they were impossible. _A wasp, a giant wasp, had her cornered. She dodged its strike, slamming the door behind her, to have it strike at the door hard enough to break its golden stinger off in the golden wood of the door_. No, the stinger and wood had been normal colors. The darkness on the inside of her eyelids had just turned gold, a glowing gold like something from a fairytale, except that this pixie dust burned.

Donna realized the headache had reached its final stage. Desperate, she tried to take her mind from the strange vision of the impossible wasp, and think of anything else. Think of how warm her purple quilt was. Think of how comfortable her new jim-jams were. Think of how annoying it was to be awake at this hour- no! That lead back to _why_ she was awake, and that lead back to the wasp. Think instead of how annoying it was to be unemployed again. Think of that job at the paper company she was hoping to get. What would she wear to her interview on Wednesday? Planning her outfit, right down to the pair of earrings and the shade of eyeshadow she'd use, finally did the trick. The golden light retreated, her headache faded to nothing, the burning in her skull was extinguished, and she returned to normal.

At least, normal until it happened again.

They'd begun after Lance's betrayal, these vision-headaches. Completely random things in her everyday life would set them off, at times leaving her completely non-functional for the rest of the day. She had found that thinking about anything other than the trigger helped. It could be literally any other subject, anything other than the impossible visions playing out on the insides of her eyelids. The glowing golden light was the last step, the last warning. She had just seconds then to turn her mind to something else. If she didn't, she'd black out, sometimes for hours. Once, she had woken up in the back of an ambulance; someone had found her lying passed out on the sidewalk and called 999. The tests they had run in A&E had come back inconclusive.

Still, it was over for now. Of course, all the excitement had ruined any chance she might have had of returning to sleep. She added _wasps_ to her list of potential triggers, pulled back the quilt, and got out of bed. It was a beautiful morning, anyway; might as well enjoy it. Right after she found that flyswatter.

* * *

There were a few phrases that no job-seeker liked to hear. "Not hiring right now," was one. "We'll call you if something comes available," was another. Unfortunately, on that Wednesday morning, Donna had heard both.

And she had worn her lucky necklace and everything.

Numb with yet another failure, she sat behind the wheel of her mother's car, still parked in the multistorey car park, and just thought. Here she was, about to turn 43 years, and job hunting. The thing her mother had been threatening all these years had finally come true - her habit of working as a temp or as a secretary for only a short time had come back to haunt her. No one wanted to hire a worker that would be retiring in less than twenty years; much less one with a history of job-hopping.

But admitting that would be admitting that her mother was right. Donna gave herself a mental shake, and turned the key in the ignition. Somewhere out there, someone was hiring. It was a big city, and everyone needed secretaries. It was only a matter of finding the right job; and she, Donna Noble, intended to do just that.

But maybe not right now. Now, a trip to the coffee shop may be in order. Just something to fortify her before sitting down to another lecture.

The coffee shop wasn't busy, but that was hardly a surprise. It was the middle of the workday, after all. Being a temperate one, Donna decided to take her drink out to the patio and people-watch. Which was the only reason she saw what happened.

Two men, one blond and one brunet, walking from different directions. It seemed that the brunet would simply walk around the blond, but at the last minute he stepped in just close enough to clip the other man. It looked like an accident, but something about it seemed off. The brunet man helped the blond man pick up the things he had dropped, both men exchanged pleasantries, and then both turned around and headed their separate ways.

The brunet disappeared into the crowd easily enough, in a way that almost seemed intentional. The blond, however, took three steps before stopping dead in the middle of the sidewalk. Donna watched with curiosity edging towards alarm as the blond man stood there, still as a statue, for several seconds before shaking himself vigorously and continuing on his way. Still, Donna wondered if something should be done, but the man seemed healthy enough now. He was walking just fine; and, anyway, had he needed help, she was sure in this crowd of people he would have simply called out.

She didn't even know she had half stood up to go to the blond man's assistance until she sat back down and turned back to her coffee. Nothing to it, she supposed. Just another one of the unavoidable quirks that happened when you crammed so many people into such a small space. She resolved to put the incident out of her mind, took another sip, and began watching the crowd again. Which is when she noticed a child, a girl no more than eight, watching her with interest. Donna smiled to the girl, to be awarded with a smile back (displaying two missing teeth). The girl then turned around and bounded off.

Donna finished the coffee and left. She wasn't surprised to find her mother waiting for her when she returned home, nor was she surprised by the lecture that followed news of yet another failed interview. Sylvia was calmed by the promise of other leads, however, and had calmed down by supper.

It wasn't until much later, as Donna was getting ready to go to bed, that she thought to wonder if the brunet bumping into the blond man, the blond man's strange paralysis, and the little girl were all related.

* * *

O'fila impassively watched the ginger woman finish her coffee and leave. Judging by her dress and vernacular, preliminary profile indicated that the woman was probably lower-middle class and held only a basic education; yet, her observation of the chip exchange was unnervingly astute. It was O'fila's opinion that, at times, the less "intelligent" a human was, the more dangerous they could be.

O'fila made her decision and briefly pressed the thumb and ring finger of her left hand together. "Ranger Eighteen to base," she muttered under her breath.

"Base to Ranger Eighteen," came the immediate response. A speaker and microphone had been implanted in all Rangers' jawbones, allowing them to send and receive communications without the need for conspicuous equipment.

"Target has been acquired. Implantation is successful." O'fila's reports were blunt and concise, another trait shared by most Rangers.

"Understood," Base replied. "Was the implantation witnessed?"

O'fila thought about the ginger woman. "Yes," she answered, wishing to be as precise as possible with her report. Let Base have all the facts, and then they could decide on a proper course of action.

"Understood," Base repeated. "Was the implantation _recognized_?"

Here O'fila hesitated. Just how much had the woman seen? How much had she _understood_? When the target first went into its implantation fugue, the ginger woman had acted alarmed; yet, when the target had begun to walk again, the woman sat back down. Scans indicated her heart-rate and adrenalin production had returned to normal. Had the woman understood what had _really_ happened, remaining calm would have been impossible.

O'fila's people had long ago come to appreciate the difference between _witnessing_ something and _seeing_ something.

"Negative," she finally stated.

"If the civilian did not see the implantation, no rectification is necessary," Base answered. "The civilian will be catalogued, but not monitored."

The rest was no challenge. A scan of the coffee mug the ginger woman had been using (with a scanner disguised as a mobile cellphone, of course) was able to document the woman's fingerprints and DNA pattern. A quick shot with the camera on the scanner captured her body and facial structure. All information was downloaded into a vast catalogue, filled with similar data on hundreds of thousands of other humans.

If this human began to be sighted at other implantation sites, or at any other awkward moments, action would be taken. Otherwise, it would be acquired with the rest of the human race. O'fila finished the civilian's profile and hit "Send".


	3. Definitely NOT the Eye of Orion

Alice Lyons, Postmaster General of the United Kingdom, was nothing if not predictable. At 14:45 precisely every workday, she could be found having a cuppa at the Costa Coffee just down the block from her office. Unlike many executives, she didn't send an assistant but went down herself to pick up her cappuccino (primo, skimmed milk, extra shot, and hold the chocolate dusting), got it to drink in, and sat down at her favorite booth upstairs to do just that. She always stayed precisely 13 minutes, returned the mug, and was heading back to her office by 15:00.

All this, of course, made her very easy to intercept.

This implantation was too important to use a drone. With very minimal preparation, O'fila was ready to perform the implantation herself.

What Postmaster Lyons saw was a young girl approach her. Flouncy blue dress, blonde hair in loose pigtails, and with a sweet smile that displayed that both lower eyeteeth were missing, the child was the picture of young innocence. Lyons, a mother herself, would have put the child's age at eight or nine years. With a slight blush on her freckled cheeks, the girl shyly thrust a fistful of random wildflowers at her. "These are for you, Mrs. Lyons," she stammered slightly.

This type of encounter was unusual but not out of the realm of imagination. Lyons was an elected official, after all. "Why, child, these are lovely!" she gushed, taking the flowers from the girl. "And what's your name?"

Lyons was awarded with a broad grin. "Alice," the child answered.

The Postmaster pretended to be delighted. "What a coincidence!" she cried. "That's my name, too!" She looked back at the 'bouquet' again. "We Alices must stick together, eh?" She nudged the girl with her elbow in a playful manner.

Alice the child nodded solemnly, as if Lyons had just given her a divine truth; then, suddenly, spun and disappeared into the crowd.

Unnoticed and forgotten, O'fila watched Lyons shake her head, mystified by the encounter but also flattered by it. The flowers, undoubtedly, would be displayed prominently somewhere in the Postmaster's office. An office that was visited quite often by many high-ranking employees of the Royal Mail. None of them would be leaving that office in quite the same shape as they came into it. The plan was crude but effective.

O'fila was just allowing herself to feel a bit proud of how well that exchange had gone when she met the eyes of another Costa patron. Male, tall, lanky, wearing an odd combination of a suit, tie, and trainers. And he was looking directly at her. O'fila felt something cold in the pit of her stomach. He shouldn't be able to notice her at all, but his facial expression left no doubt that he not only saw her but realized that something was wrong.

He hadn't just _witnessed_ , he had _seen_ what she had done.

O'fila smiled at him, mustering as much child-like innocence as possible, before whirling to skip out of the store. She kept her gait and facial expressions as innocuous as possible, but felt his eyes boring into her back the entire time.

The moment she was outside the shop, out of sight and hearing, she pressed her left thumb and ring finger together. "Ranger Eighteen to Base," she muttered as low as she could and still have the mic pick up the vibrations. "We may have a problem."

* * *

Most of the time, the Doctor could fly the TARDIS where he wanted it to go with no difficulties. Sometimes, however, the Old Girl would take whatever coordinates he decided on, program them into the computer, activated the dematerialisation circuit, and plop herself down somewhere completely different. The moment the Doctor opened the door to find a crowded street, he knew this was one of the latter times.

A quick retreat back into the console room and a quick peek at the monitor revealed that he had dematerialized in London, in the year 2011. Not exactly the restful respite he had been trying for.

"Always did have trouble finding the Eye of Orion," he muttered to himself, closing and locking the TARDIS door behind him.

Although busy and congested, there seemed to be nothing amiss about the street outside the alleyway he had materialized in. In fact, it seemed a perfectly normal and pleasant Thursday afternoon. Still, the Doctor had seen many life-threatening situations that looked peaceful at first. Best check, just to be on the safe side.

No sooner had the thought crossed his mind when he saw her. A young girl, the picture of innocence, walked down the street with a handful of flowers in one fist. Nothing strange or dangerous about that, except something about the scene struck him as odd. Was it the fact that she was a child walking around a busy commercial area without an older guardian? No, it was more than that, but he'd start there and see where it took him.

Either way, following her was a given.

Oddly enough, he seemed to be the _only_ one to have noticed how incongruous she seemed. People would move around her instead of colliding with her, but no one seemed to actually _notice_ her. A perception filter he would have sensed; this must be something else. He, however, was perfectly visible; so he kept his stride and face casual and relaxed as he stalked a seven-year-old girl.

He was there to witness her presenting the flowers to Lyons at the café. He watched as she appeared in the human group's awareness, gave the woman her flowers, and then seemed to disappear from their sight again. Any doubts he may have harbored regarding whether she was up to mischief or not disappeared when she realized he was watching her. Her eyes widened and she froze in shock before assuming an innocuous posture too exaggerated to be real. He watched her leave, and thought for a moment about following her, but decided against it. She was on to him, and he'd get significantly less information from the girl now. Better to turn his attention to her target.

Which was how John Smith, Safety Inspector Extraordinaire, came to be performing a surprise inspection of the Royal Mail's Headquarters after closing.

The night guard had no intentions of letting him enter, but changed his mind when the Doctor showed him his psychic paper. Postmaster Lyon's office was easy to find, displayed prominently on the building's directory. A little jiggery pokery with the sonic screwdriver, and he had the run of the place.

There were the flowers, clear as day. Lyons had found a vase somewhere along the line, and the wildflowers were prominently on display on a corner of her well-organized desk.

The Doctor studied the bouquet, but nothing seemed unusual about them. They looked like regular flowers. They smelled like regular flowers (Rosebay Willowherb, Black-Eyed Susan, Feverfew, Common Poppy, and Fairy Foxglove, all picked from parks in and around central London). They even, when he stuck his tongue out and licked a petal, tasted like regular flowers. **  
**

Finally, frustrated, he pulled out his sonic screwdriver and scanned the bouquet. And that was when he finally got results.

Tiny creatures, no longer than an inch in length, erupted from where they were hiding amongst the petals and leaves. Slender in appearance, they resembled inchworms but moved with a side-to-side motion like a snake. And they were _fast_. Even prepared with tweezers (for removing flower petal and leaf samples, if it had come to that), the Doctor still barely caught even one before they disappeared under the desk.

"What are you?" he asked his captive, holding the worm up where he could get a better look at it with his magnifying glass. It was only then, when he alarmed it into displaying its rotating teeth, that he realized that they weren't organic but robotic, with a metal body and red "eye" in its forehead. The sonic was again utilized, this time to subdue the robot, before he trapped it in a specimen jar. Placing the jar in his pocket, he used his screwdriver to find that the other nanobots had returned to hiding in the bouquet. Must be programmed to hide there until ... something. The Doctor wasn't sure of the 'bots' end-game, but he was sure that it probably wouldn't be pleasant for either Mrs. Lyons or any guests the 'bots may deem a target. The same setting on the sonic he used before was effective in wiping the computer brains of the remaining 'bots; deleting the motherboard, so to say. They were nothing but metal curiosities now, completely harmless. The Doctor waved to the security guard as he exited the building.

The TARDIS would have the equipment he needed to get the answers he wanted. Where did the 'bots come from? What were they up to? To what purpose? Who made them, and who was using them now? The Doctor always liked to know as much about his opponent as possible. Well, most of the time.

He had just gotten started his scan of the nanobot when he heard the TARDIS door creak open. His head popped up, and he found himself reeling with shock, surprise, and a severe case of déjà vu when he saw who was standing here.

"It's bigger on the inside!" Donna Noble gasped, looking around the console room.

**Notes for the Chapter:**

> How did Donna Noble find the TARDIS? How much does she remember? And how will she survive remembering without her head going all explody-wody? Next chapter is going to be a big day for Donna fans as a lot of the Donna-themed aspects of this story get explained/wrapped up!


	4. Changes and Companions

**Notes for the Chapter:**

> This is being posted a little early, but after I got such a wonderful review over at FF.net on the last chapter I just couldn't resist. Besides, this is my favorite part of the story, and I couldn't wait to share it with you all! Don't worry - this is by no means the end of the story. We still have to find out what O'fila and her friends are up to, and stop them if necessary. But from here out, the Doctor's going to have his best friend back.

Finally, a second interview! An American paper company was opening up an office in the City of London, and were in need of a receptionist to man the front desk. The pay was only decent, but the company tended to promote from within, and the only way to go from the bottom is up! For the first time in months, Donna had a good feeling about her chance of being hired.

She took the Tube, and was sure to take a train that arrived in the City a full forty-five minutes before her interview. No delays were going to jeopardize this opportunity! Besides, it gave her time to stroll the sidewalks at a leisurely pace, letting the fresh air clear her mind and keep her level-headed.

Naturally, all that calm evaporated the moment she saw a skinny man in a suit and the most ridiculous haircut she had ever seen turn to walk down an alley. She would have been willing to swear in court that she'd never seen the man before in her life; yet, she found herself following him before she even realized what she was doing. As if it was the most natural thing in the world.

She found the alley he had disappeared down, and turned to follow, only to stop dead in her tracks. There, sitting in the middle of the alleyway like it owned the place, was a police box. Somehow, she knew that it was a 'police box' and not a 'police public call box', that it was in fact not a police box but a vehicle in disguise, and that it was where the skinny man had gone.

"He never did get that Chameleon Circuit fixed," Donna muttered to herself, and then immediately wondered why.

There was nothing for it but to go in herself.

The door opened easily, almost before she had even touched the handle. It made a creaking noise that somehow fit the box perfectly. Without hesitation, she walked through the door and up the ramp into the room beyond.

Up the ramp, on a raised mesh platform, was a rounded hexagonal control panel that tapered into a large clear tube. Bent over the control panel, and pushing buttons seemingly at random, was the man she had seen on the street. He glanced up at her approach, went back to looking at something on some sort of monitor, then did a double take and stared at her in shock.

The shock she could understand; she had, after all, just entered his police box uninvited and unannounced. But for a split-second, he had looked at her as if her standing there was the most natural thing in the world. And that scared her.

She looked around at her surroundings, but not in surprise or confusion. Rather, almost like a person entering a house they hadn't visited in awhile, but had spent a significant amount of time in before. "It's bigger on the inside!" she exclaimed, although not with as much awe as there should be. And, really, why shouldn't it be? It would be a very cramped ride if it wasn't. And with transcendental engineering, it could be any size on the inside while maintaining the same size on the outside. Besides, it would need space for the dematerialisation circuits, the navigational systems and sub-systems, the inertial dampers, the atom accelerator, the architectural reconfiguration system and fabrication dispenser, and other systems; not to mention the additional systems that had been added later, like the Hostile Action Displacement System, the Tribophysical waveform macro-kinetic extrapolator, the various Emergency Programs ...

This time, when the headache came, it came hard and fast. There were no warnings, no opportunities to fix her mind on something else and avoid disaster. The pixie dust taunted her by flickering in front of her eyelids, golden flames dancing to the throbbing in her head. And, oh, ruddy hell, the pain! She found herself holding her head and gasping from the sheer savagery of it.

Even through the pain, she felt another set of hands join hers at her temples. These fingers were cooler, calmer. "Let me help," a male voice mumbled, echoing in her ears and her mind. And then she could feel him in there, in her mind, searching for the source of the blaze, trying to find the offending bits and remove them, take them away, take them, again ...

"No!" she cried out, and was surprised by her own ferocity as she pushed him away both physically and mentally. She couldn't let him do that to her again, couldn't let him ... couldn't ...

She was becoming disoriented again, and something about this time told her she'd probably burn up before she could black out. This time was different. She cried out at a particularly strong wave of burning pain, grasping for anything to make the pain go away.

And then, almost instinctively, she knew what she had to do.

It was simple, really. All she had to do was spread the golden light across her entire body. And, for a time, it worked. Her head still burned, but not as much as it had. She felt an odd tingling all across her skin, and looked down in amazement to see her hands glowing.

She had only a moment's reprieve, however. With an odd _whooshing_ noise filling her ears, the entire world suddenly caught fire. The searing pain returned, but this time all over her body. It felt like every single cell in her entire body was bursting, was burning, was being destroyed. The feeling built, and it almost felt like it was building _towards_ something, when, with one last scream of pain, the flames reached its crescendo ...

... and, just like that, she was fine.

_Better_ than fine, truth be told. She was _great_. When was the last time everything was this _crisp_? She could see, hear, smell, feel, and think with such wonderful clarity! Was life ever this _dynamic_ , even before her odd illness?

Still a little dazed, but bursting with energy, she remembered the man in the suit who had tried to help her. _The Doctor_ , her mind supplied, and a rush of memories came flooding back. For the first time in a long time, however, the memories didn't burn. They simply were there, ready for her use, like memories should be. Donna looked over at the Doctor now. Earlier, when she had pushed him away, he had fallen back and landed on the grating of the platform; that's where he was still, sitting on his bum, with a look of pure shock on his face.

"What the bloody hell was _that_?" she demanded of him, and was surprised when her voice sounded strange in her own ears. He didn't respond to her with so much as a flicker of an eyelid. "Oi!" she called again, and was again surprised and very much annoyed when her voice wasn't quite as forceful as she was used to.

Finally, she seemed to get through to him. His mouth snapped closed with an audible _click_ , then opened again, then closed. For the first time, she reflected, her Spaceman was rendered speechless. Finally, he seemed to decide on something to say that sufficiently conveyed his confusion, concern, and reassurances over what had just happened. "Donna?"

"No, it's the flippin' queen," she mocked. "Yes, it's Donna." But she was starting to wonder herself. Her voice wasn't just off, it was different. Like, _different_ , different. The Doctor finally stood up, and when had he become that much taller than she was? Honestly, all of a sudden he had a good ten inches on her.

"Donna Noble?" he tried again, with enough hesitation that it was starting to make her worried.

Was there something wrong? She focused inward, running a quick self-diagnosis. Breathing and all respiratory functions seemed normal, if a bit elevated from stress. Internal body temperature was typical. Brain activity was fine. Her heartrate, however, was greatly accelerated. Was she going into some sort of cardiac arrest? It was hammering away at almost _double_ her normal rate. In fact, it was almost as if ... as if ...

"Donna," the Doctor tried again, this time in a voice filled with awe. "That's ... what?!"

* * *

In 900 years of phone box travel, the Doctor had pretty much seen it all. Very few things could surprise him anymore, and even fewer could surprise him enough to render him speechless.

In her time with him, Donna Noble had accomplished it an impressive three times. The first was when she punched through the TARDIS' shielding to suddenly appear in the console room equipped with nothing but a wedding dress and an attitude. The second was when she popped up from behind a computer bank on the _Crucible_ and stopped the reality bomb with a glib "That button, there?" and a cheeky grin.

The third was when she regenerated into a full-blooded Time Lord.

"But ... that's not possible!" he cried. Although he didn't know why he even bothered, at this point. Words like "possible" just didn't seem to apply to Donna Noble.

* * *

Donna was getting more and more frustrated with the Doctor. "What's not possible?" she demanded. "Oi! What's goin' on?!" She went to shake a finger in his face, just to drive home the point, when she noticed the freckles. Quite a lot of them, in fact; much more than she remembered having. And her hand was smaller than it should be, and the fingers longer. Come to think of it, _everything_ about her body was off - the way she held it, the way it moved and flexed. Even the way her fingers curled into her palm was different. She looked down at herself in alarm, steadily rising towards panic.

"You've ... well, you've regenerated," the Doctor had recovered enough to explain. "It's this process-"

"I know what regeneration is, Spaceman," she bit back at him. It was scary how fast she was becoming accustomed to this new voice. It might not have the bite of her first voice, but its more melodious quality clashed with her more sarcastic comments in a way that was rather shocking. She could work with that. "What I _don't_ know is how it happened in the first place." Her arms were about the same thickness, although these had just a tad more muscle to them. Also, was it her, or was this new, very freckled skin even paler than before?

"The meta-crisis, I suppose." The Doctor was starting to find himself on more familiar ground - as the resident expert, explaining things he knew well and understood fully. "If you recall, the meta-crisis went both ways. We initially thought you only got a Time Lord's brain." He grinned at her. "Maybe you got some physiological characteristics, as well. Such as, oh, I don't know, the ability to regenerate at death?"

By this point, however, Donna was barely paying attention. She was too busy examining the rest of her new body. It was pleasantly curvy, although well muscled. Her arms and legs looked longer than before, although overall she seemed to have lost a few inches. Her toes, however, seemed to have taken a cue from her fingers and had decided to grow a bit longer than normal - cute and useful with fingers, not as much with toes. See if it stopped her from going barefoot at the beach. "Then I suppose there's only one question remaining, isn't there?" she asked, dipping into the memories and knowledge that was just starting to come back and accessing the Doctor's own regeneration memories.

He swallowed nervously, unsure of what her "one question" was going to be. "And what's that?"

She finally turned to him, and allowed a small smile to play across her features. "Am I ginger?"

He grinned at her, then, that huge grin of his that lit up his entire face. "You're Donna Noble. Is any other colour possible?"


	5. Difficult Truths

**Notes for the Chapter:**

> Bonus chapter! In which the Doctor and Donna deal with Donna's disconcertingly different DNA.
> 
> Have the tissues ready; this one's not a happy read. Don't worry; they'll reconcile. But until then, Donna has something she needs to say, and the Doctor has some hard truths to think about.

She was, in fact, very ginger.

For some reason, the TARDIS had never deleted her rooms. It only took her two steps in and one good look around to realize that purple was no longer her favourite colour. Regeneration, she remembered from the Doctor's memories, was funny like that - everything, even personal tastes and preferences, changed.

She'd adjust it later, as soon as she had the time. Right now, more pressing concerns were weighing on her mind.

To that end, she was now standing in her ensuite bathroom, looking at her new appearance in the mirror. Her hands weren't the only parts of her that were freckled - they also dusted her legs, hips, arms, breasts, shoulders, and cheeks, with a few making an appearance here and there on her stomach, collarbone, and forehead. Her face was round, with full cheeks tapering to a wide but soft chin. Her new eyes were wide-set and hooded, but also a lovely shade of blue. The nose had a straight bridge, wide nostrils, and a slightly turned up tip. The mouth was wide, with a full lower lip and a sharply pronounced cupid's bow.

Her most prominent new feature, however, was her hair. It was long, curly, and very, very ginger. No more auburn for Donna; oh, no, now her hair was a bright coppery colour that was closer to orange than brown.

Overall, her new body was not beautiful, not even pretty in the classic sense. But interesting to look at, and with its own sort of beauty.

She liked it.

Donna spent the next half hour or so just looking at herself, practicing facial expressions and finding the best way to part her hair, until even she had to admit she had crossed the line from understandable to ridiculous. And, if she was being completely honest with herself, she was avoiding what happened next, trying to put it off as long as possible.

Her appearance wasn't the only thing that had changed with this regeneration, after all.

She felt both her hearts speed up (a sensation that was going to take some getting used to, having two hearts), she took a deep breath and prepared herself. The sooner she got this over with, the sooner she could move on. Expelling her breath in a sigh, she accessed all the memories and the knowledge that had been packed away out of her reach these past two years.

And she _remembered_.

* * *

The Doctor had (wisely) given her some space to discover her new appearance alone. New regenerations were exciting, and took some getting used to. He didn't expect to see her for awhile, and so resumed the work he had been doing when she had appeared on his TARDIS - trying to determine the function and origin of the nanobots he had recovered from Postmaster Lyons' desk.

Or, at least, he tried to. In reality, he was doing nothing more than tinkering about, waiting, greatly anticipating, until ... yes! There it was! As Donna finally got around to accessing the psychological aspects of her new species, her consciousness blossomed to life against his own. He could feel it there, a feather-light presence, floating like a hymn at the back of his skull.

For a billion years, the people of Gallifrey had been born, lived their livespans, and died without ever spending a single moment truly alone. The entire mass of of Gallifreyan consciousness pressed together to produce a general hum of activity in the background of each individual's mind. It wasn't just a want or desire, but a biological _need_ that had developed over the aeons, for a Time Lord to constantly have that connection to others of their species.

When the Master allowed himself to die on board the _Valiant_ , the Doctor had been fully convinced that he would never feel the press of another Time Lord's mind against his own again. That he would live out the rest of his lives alone in his own skull.

But now! Donna's consciousness would be constantly pressed against his, always there, until one of them died. And that could be thousands of years from now! The future flashed before his eyes, a wonderful future where he would no longer be alone.

He'd take her somewhere peaceful. They'd go now. He'd been going to the Eye of Orion before, so maybe there; but, no, he never really had had that much success with landing there, especially on the first go. They'd go to Fiesta 95 instead. A beautiful world, tranquil, and sparsely populated. There, he'd teach her what it was to be a Time Lord. He'd help her learn to control her telepathy, to decipher possible timelines, to consciously control her hearts and other body functions, everything she would have learned in the Academy. A year, ten years, a hundred years, what matter how long it took? She was 43 years old; middle-aged by a human's standards but barely an infant by a Time Lord's. She'd mature among the stars, seeing and understanding the wonders of the universe, and understand fully what it was to be Gallifreyan before he returned her to humanity. With the two of them working together, it should be no problem at all to return exactly where they wanted to. They'd land right where they were; and although fifty years would have passed for them, they'd materialize five minutes after they'd left. Earth would still be saved; it would just be saved by two Lords of Time instead of just the one.

Caught up as he was in his daydreaming, the Doctor didn't notice Donna's emotions shift to surprise, then alarm. The following anguish, however, was impossible to miss. He was out of the console room and halfway down the corridor to her rooms before he even realized he was running.

She was sitting on the edge of her bed, resting her head in her hands, with a look about her like she was trying to recover from a blow. She wasn't crying, as he'd been afraid she would be, neither was she cursing or making any other sort of noise. Instead, she was just sitting there and letting the emotions wash over her. It wasn't until he was halfway across the room that he realized she was dressed only in a dressing gown over her bra and pants. She must have been doing the full-length mirror post-regeneration inspection, then. He filed that fact away for later as he sat beside her on the bed. She didn't have the slightest idea yet how to shield her thoughts, but he was very careful not to invade her private mind as he skimmed the surface of her thoughts to see what was bothering her.

She was remembering her last moments with him on the TARDIS, when her mind had started to fracture.

Well, it was no surprise that those memories brought her pain and grief. That had not been pleasant, not for either of them. Still, it was finished with, and the ending had been a good one. He began to reach for her, but then she spoke before he had done much more than raise his hand off the bedding.

"Why?" she asked him.

Her question cut him to the core. Of course, she would believe the entire thing was his fault. It had been his hand, after all, and his partial regeneration that had caused the metacrisis to begin with. "I can help ease the pain," he promised her. It was no idle promise. In times of grief or emotional pain, a Time Lord could help another by taking some of the misery onto themselves. His hand was halfway to her temple before she realized what he was going to do.

It hadn't occurred to him that she might reject his offer, although it should have. Humans weren't a telepathic species, after all, so it would have been entirely natural for her to find the idea of merging minds with another person to be alien and even a bit repulsive. Even in his wildest dreams, however, he never would have expected the sudden ferocity of her refusal.

"What the 'ell do you think you're doing?" she snarled, jerking back from his hand like it might burn her.

"I'm ... I'm trying to help you," he replied, taken aback. "You're in pain, Donna. I can help." He reached towards her again.

She spun around to face him. "And what makes you think I want your help, Spaceman?" she asked him, a look of calm fury on her face.

That was when the Doctor began to realize that something was wrong. Donna's temper ran hot, he knew that. And he doubted that would change, even with a regeneration - it wasn't part of her physiology, it was a part of her personality. This sudden icy fury wasn't an indication of apathy; it was the calm before the storm. "I was only going to help you," he protested, trying desperately to figure out what was going on.

"No. No, no, no. What you are _going_ to do is stay the _fuck_ out of my mind," she bit back. He could practically see the flames starting to breach the surface of her calm. Of course. She saw him as the source of her pain; of course she wouldn't want comfort from him.

She must have correctly interpreted the look on his face, or else had become very effective with telepathy very fast. "You still have no idea what this is about, do you?" she asked him, surprised.

"Of course I do," he answered softly. "You blame me for the metacrisis, which is only fair. After all, it was-"

She cut him off. "No, I don't." She made a dismissive gesture with her hand. "You had no way of knowing what was going to happen. And what _happened_ , by the way, was that all of reality was saved. I'm not mad about the _metacrisis_ ; I'm mad about what you _did about it_."

Donna knew nothing about telepathy, but she knew a lot about walls and hiding behind them, so in fact the Doctor's earlier thought was entirely correct - she had become very effective with telepathy very fast, or at least the shielding part of it. However, as her fury grew her ability to maintain those shields diminished. For just a moment, she lost control; it was only a moment, and then they were back up, but it was long enough for the Doctor to catch a glimpse of what was truly going on. Her pain wasn't due to grief, or to trauma, it was due to a deep betrayal and a feeling of utter violation. "What ... ?"

"I told you," she replied, her voice starting to crack. "I told you, no. I _begged_ you to stop, Doctor. But you wouldn't. I would've rather _died_ than go back to living as I have been, but that didn't matter, did it?"

His own anger started to rise, just a little. "I had no way of knowing you'd _regenerate_ ," he defended himself, but she shook her head.

"You still don't get it. _It wouldn't've mattered!_ Whether I had regenerated, or recuperated, or dropped dead onto the TARDIS floor, _it was my fucking choice to make._ But I didn't get a say, did I? _You_ decided for me, whether I liked it or not."

The Doctor just stared at her, shocked. She had been traumatized, her mind had been falling apart, she hadn't been thinking clearly. He had done what he had to do to preserve her life.

Right?

He was still thinking through his actions and whether they were right or not when she became impatient with his silence. "Tell you what," she said, standing up and adjusting the gown around herself, "I'm finished here, Doctor. I'm through. If you've got something else to say, you know where to find me. 'Til then, thanks for the memories."

The loss hit him like a physical blow. He had just gained his best friend back, only to lose her again in less than an hour. He opened his mouth to protest, to ask her to stay, to beg her if necessary, but the look she gave him stopped his pleas before he could voice them. "Of course, Donna," he responded. "If that's ... if that's what you wish." Her only answer was the bathroom door closing in his face.

His hearts fell into his stomach, leaving his chest empty and barren. He could already feel her absence in the TARDIS. But she had made up her mind. Turning, he left her room and retreated to his own, to give her the dignity of exiting the TARDIS alone.

**Notes for the Chapter:**

> I hope to have another chapter ready on Wednesday.


	6. Coming Home, With Consequences

**Notes for the Chapter:**

> Only just got this one through on time!

To say that Donna was upset was an understatement, to say the least. To say that she was distracted and not thinking clearly was a given. Therefore, as she walked through the front door of the home she shared with her mother and grandfather, it never occurred to her that she may have some explaining to do until it was too late.

"Eh? Who're you?" Wilfred asked, standing up in alarm as a strange woman entered his house. Sylvia's reaction was also one of alarm, but Donna could also smell the fear on her. Her eyes flickered briefly to the hall closet, where Donna knew she had been keeping a cricket bat ever since the Daleks stole Earth.

How did the Doctor deal with new regenerations? She quickly accessed his memories, only to realize that he simply blundered his way right through and expected everyone else to keep up. However, as soon as she saw the way other people usually reacted, she decided on a different course of action.

"I've come from the Doctor," she said, instead. Technically true, and it had the benefit of setting the stage for something weird to follow. "I need to explain something to you both."

Wilf, Donna knew, liked the Doctor. He accepted Donna's words without contest. Sylvia, of course, was a completely different story. "And how do we know that?" she demanded. "You can't just come barging in here, expecting us to believe you, just because-"

"How much has he explained to you about regeneration?" Donna interrupted. She knew she was supposed to be handling this a bit more gently, but, honestly, her mother could be so irritating at times.

"What's that when it's at home?" was her grandfather's response. Clearly, the answer was: nothing.

This wasn't going to be easy. Donna ignored the deeply suspicious glares of her mother, and focused solely on explaining events to her grandfather. "When a Time Lord is about to die, under most circumstances they are able to cheat death via a process called regeneration. That means that every single cell in their body is repaired, renewed. Unfortunately, in the meantime, those cells are also ... changed. The Time Lord is saved from death, but they also completely change in appearance, in voice, even somewhat in personality."

Wilfred listened to her calmly, and then seemed to come to his own conclusion. "So, the Doctor has ... rejuv ... regen ... what you just said?" he asked in alarm.

"No," she replied. "I meant that I have."

For a moment, both humans just stood there, staring at the newcomer, trying to make sense of her words. It hit both of them around the same time. "Like hell you are," Sylvia said, with that condescending headshake she did so well.

Donna rolled her eyes in response. She hadn't really expected her mother to believe her. "I can prove it," she stated, a bit more defensively than she would have liked. "My National Insurance number is-"

"Oh, come off it," Sylvia cut her off. "Donna's been all over the place, applying for jobs. It would be no trouble at all to find her National Insurance number."

"Fine," Donna replied, feeling herself responding to her mother's criticism like she always did - by getting defensive. "What would you like, then, to prove that I am who I say I am?"

"Oh, I don't know," Sylvia made a vague waving gesture in Donna's general direction. She thought for a moment before coming up with an answer. "What was Donna's first pet?"

"First pet?" Donna asked, incredulous. "First pet?! You mean my National Insurance number is all over the place, general knowledge, but _Mittens the cat_ ; now, that's airtight."

"Well, no need to get huffy with me, _Madam_ ," was the rebuttal. "Just because you come waltzing in here, like you own the place, and wave that magical name, _the Doctor_ , like it's some-"

" _Excuse me_ , but I offered to prove it, and this is-"

"Oh, that proves _nothing_! How are you supposed to prove that someone is who they say they-"

"It's not like you lot haven't seen just how _weird_ things can be when the Doctor's involved-"

"Oh, so you _are_ using his name as a passcode! Honestly, just because things _can_ be weird doesn't mean-"

Both women noticed that Wilfred was crying, and in fact had been crying for a few minutes now, at the same time. Both turned to him in alarm, arms out to comfort, looking around to see what had upset him. But Wilfred only had eyes for Donna. "It's you," he said, softly. "It's really you."

Donna smiled softly back at him. "It's really me, Granddad," she replied.

* * *

Sylvia still wasn't convinced, Wilfred could tell, and it didn't take long for her to pick a fight with Donna again. Fortunately, by then the sun had set, so Wilf took off up the hill, telescope under his arm, to get some peace and quiet.

He wasn't up there long at all before Donna joined him, as he knew she would. She may look different, but she was still the same person. Wilf took the thermos she handed him without a word, set it on the grass beside him, and looked through the telescope. "How'd it happen, then?" he asked as casually as he possibly could. "The regenawhatsit?"

"Regeneration," she corrected gently. "Did the Doctor explain to you about the metacrisis?" Wilf answered in the affirmative. "Initially, he believed it to be only mental, at least for me. But I must have gotten some Time Lord DNA all mixed up in me, too. I ... well, I remembered. Everything." Wilf couldn't help it; he had been worried about that very thing happening for too long. He put down the telescope and looked at her in alarm. "No, it was fine," she reassured him. "But it burnt up my mind, and would have killed me, but the Time Lord DNA kicked in instead, and so I regenerated."

Wilfred regarded her for a moment, processing that. "You remember it all, then?" he asked her.

"Yes," was her response. "I even got some of the Doctor's memories."

He nodded for a moment, before something occurred to him. "So, wait, does that mean you're a ... Time Lord, now?"

"Yeah, it does," she answered. "I'm not human anymore, I'm full Time Lord, and what are you grinnin' about?"

Wilf _was_ grinning, he couldn't help it. "My granddaughter's an alien," he replied. "Few years back, no one even believed aliens were real. Now, my own granddaughter is one. Won't they be jealous over at the Senior Center?" She looked at him in alarm, and he threw his hands up. "Joking! Just joking."

Donna couldn't help but smile a bit at that, and started playing with the zipper on her coat. It looked too long for her new frame, and too tight around the chest. He wondered about that, for a moment, what it would be like to inhabit a completely different body.

"Will you be going back to traveling with him, then?" Wilf asked, and was surprised by the reply.

"Nah, that's not for me," she replied. "I'll probably see if I can't reschedule that interview and ..." She tapered off, apparently lost in thought.

"What? Why not?" Wilf asked, a little surprised. He would have expected her to be on pins and needles to get back to that Doctor of hers.

"It's just ... I should be here, and ... it's just not for me, you know? I need to settle ... and get a job, and ..."

Wilf patiently waited for her to taper off; then, when it was obvious she was finished, he repeated, "Why not, _really_?"

Donna was silent a moment, and Wilf was surprised at just how Donna the new un-Donna really was. She might be younger, and different-looking, and with a completely different face; but the way she held her head and scrunched up her eyes as she considered just what to tell him was pure Donna.

"He hurt me, Gramps," she finally answered him.

That was not, at all, even close to anything Wilf was expecting. "He did _what_ , now?"

"When he ... took my memories, to keep me from ... my mind from burning out," she began, and Wilf was alarmed to see she was close to tears. "I ... I begged him not to, begged him ... no ... but he did it, anyway. He just ... reached in, and ... took them, took them all away."

Wilf was silent for a moment, processing. "Why?" he finally asked.

"Why, what?" Donna countered, confused.

"Why did he do ... that? Took your memories. Why?"

Donna didn't have to think before responding. "Because he thought I was going to die, otherwise."

Wilf nodded, and then appeared to change the subject. "I've missed being able to talk to you about what you and that Doctor have done," he confessed. "Like that time you told us about, when you saved the, what were they called? the odd aliens, with the tentacles on their faces?"

"The Ood?" Donna smiled, remembering. "They had been forced into servitude; slavery, really. You see, they have this brain, known as the Ood Brain, that they're all connected to telepathically, all the time. The humans in the 42nd Century built a fence around it, contained it, so the Ood couldn't connect anymore. But the Doctor and I blew it up, and freed the Ood."

"Yeah," Wilf interrupted her memories. "Those stories you told us, they were something else. What about those ATMOS thingamawhatsits?"

Donna nodded. "The Sontarans were going to use them to poison the entire population of Earth. Make the planet into a breeding ground for their clone troops. But we stopped them, and the Doctor discharged an atmospheric converter that burned up the poisonous gas in the atmosphere, making it safe to breathe again."

Wilfred smiled. "I was there for that one, remember?" he asked, making Donna smile with him. "I was there too when the Daleks moved the Earth."

Donna nodded again, but more soberly. "They had stolen and aligned twenty-seven planets in the Medusa Cascade, to create an engine, to fuel the reality bomb. They were going to end reality itself ..." She pauses a moment, before grinning at him. " _I_ stopped that one, _without_ the Doctor. Although he helped later."

Wilf laughed at that. "So many things you've seen and done," he stated. "So much good you've done. So, tell me; is it worth giving up because of one mistake that man made, even if it was a big mistake that hurt you deeply?" She was silent, so he continued. "Now, I've seen that Doctor around you, and it seems to me that he cares deeply for you. Loves you, even. No, no, not like that," he reassured her when she started to protest. "Like a friend, a best friend. Now, I've also lived a long time, and seen a lot of people do a lot of things; and one thing I've seen time and time again, it's that people do stupid things to protect the people they care about. Listen, sweetie, you're so much happier when you're traveling with that man. I don't want you to give it up just because he was being a thick-'eaded bloke."

Donna smiled a bit at Wilf's attempt at a joke; but he was getting to her, he could see. "Yeah, maybe you're right," she mumbled, and Wilf could've danced for joy. "Maybe I should give it another go."

Wilf grinned and playfully punched her on the shoulder. "That's the spirit," he said. "Now, I'll distract your mother, while-"

"No," she surprised him by cutting him off. "I'm tired of hiding. This time, I'm telling her where I'm going."

* * *

"You absolutely _are not_ going with that man!" was the response when Donna broke the news.

"Now, Sylvia-" Wilf tried to interject, but was cut off.

"'Now, Sylvia' nothing!" she insisted. "He might have done a lot of good, but that man's dangerous. And I don't want _my dau_ -, um, _this woman_ hurt again." She nodded emphatically to cover up her slip-up, but Donna heard it all the same.

Her mother, she knew, just needed some time and space to get used to the idea. Donna planned on giving her both. And that's why she didn't feel too upset as she tiptoed out of the house the next morning.

* * *

As good fortune would have it, O'fila happened to see the ginger woman the next morning, the only known associate of the man with the suit. She had been spotted leaving the Suit Man's ship the night before, and appeared to be walking back now.

O'fila used her scanner to take photographs of the woman's face and body structure, and searched the database. She wasn't surprised when it didn't match any existing profiles; instead, she created a new one. Fingerprints were too risky, but DNA was perfectly feasible.

"Excuse me," she said with her cutest smile as she "accidentally" bumped into the woman. The redhead's coat may be the wrong size, but it still collected epithelial cell tissue just like any other garment. She fed the sample into her scanner, and pressed "Send".

While she waited for the computer to process the DNA code, O'fila let her gaze wander around her surroundings ... and so was completely shocked to see the ginger woman, having stopped on her way, standing there and just watching O'fila work. O'fila grinned at her again, while inwardly cringing. The Ginger and Suit Man both, they were dangerously observant. She'd best watch her step.

The scanner beeped at her, and O'fila was surprised to find that the DNA had hit on a match. It was that ginger woman from the coffee shop several days ago, the one that had witnessed the implantation! Her DNA was in the system, but the rest of the profile didn't match at all. Why ... ?

With a chill that felt like ice running up and down her spine, O'fila realized what had happened. Suit Man had deduced that his associate was in their database; therefore, to conceal her identity, they had hacked into the Ranger database and replaced her information with a false profile.

If they could hack into the Ranger database ...

"Ranger Eighteen to Base," she was reporting almost before she finished the thought. "We have a Code 3; I repeat, a Code 3. Suggest we begin mass implantation immediately."


	7. Partners Again

The Doctor had not been idle after Donna left - at least, not after he had mourned yet another loss. He quickly realized that sulking around and feeling sorry for himself wasn't going to help anyone, least of all himself, so he was back at work on figuring out the nanobots when he felt her return.

They were sly little devils, not giving up their secrets easily. Even after spending the night throwing every test he could think of at the 'bot, all he knew was that it had been cast from a metal alloy not found on Earth, and that it was broadcasting some sort of signal. The 'bot was simply too tiny to get any other information out of it, not with the equipment on hand. And he had a feeling that he was running short on time.

He was just starting to trace the signal the 'bot was broadcasting, trying to trace it back to its source by finding out who was listening, when he felt the presence of a fellow Time Lord close by.

So when Donna opened the TARDIS door, he was waiting at the top of the ramp, hands in pockets, affecting an overly casual posture that he hoped hid the tumult inside.

He promised himself that he wouldn't be the first to speak, but his mouth disagreed and surprised him by saying, "You came back."

She smiled, a little sadly, a little ... was that shyness? "I came back," she repeated.

He cleared his throat. "For how long?" he asked, turning to pull levers on the console like her answer didn't matter, and knowing that he wasn't fooling either of them.

"It depends," was the answer. "We need to talk."

At those four words his hearts skipped a beat each, but he had been expecting something along those lines. He nodded in agreement, and she closed the door behind her as she walked up the ramp to stand beside him.

"What you did was unacceptable," she began. He balked at the harshness of her wording, but she held her hand up to stop him, and he held his silence. Letting her say her piece was only fair. "I know you might not see it, but it was. Fact is, this isn't the first time you've done it, either; deciding for someone else what the best thing for them is, and then acting on that decision whether they liked it or not. I've been in your head, mister; I know your dirty little secrets." She began to tick off names on her fingers. "Susan. Ace. Jack. Rose. And myself."

He reeled at the cruelty as she pulled those names casually up out of his past, remembering and reliving each desperate decision made for his friends and family. Donna saw his reaction and smiled a little sheepishly, as if in apology; when she continued, it was in a more gentle voice.

"So many people, Doctor. You give your enemies a choice, a chance to change their actions; yet when it comes to the people you love, you just assume to know best, even better than they know themselves. You choose for us; and, Doctor, that _isn't right_."

Was she asking for an apology? For him to apologize for his past actions on behalf of people he had known, some longer than she had been alive? Yes, he would admit that sometimes he could be a bit ... heavy-handed when it came to his actions. But they were always with the good of that person in mind. "If you want an apology for my decisions made on behalf of people long dead or gone, I won't give it," he stated. "I am sorry that I've caused you pain, you know that; but you're talking about sealing Rose in the alternate universe as if you weren't standing right beside me and helping me do just that."

Donna frowned, then nodded in reluctant agreement. "I was trying to make her see that staying with your metacrisis clone was the right thing to do," she replied. "And, yes, I did help you make a somewhat hasty retreat." Her eyes hardened, and the Doctor was suddenly reminded of all those times he had seen her unleash her impressive temper on others, and just how frightening that could be. "But I also don't recall Rose begging you not to leave her."

The Doctor winced at that contrast. "Fair enough," he said. "What do you want, then? My promise not to do it again?"

Donna sighed in something akin to relief. "Your promise you won't make any more decisions for me, or for any future friends of yours."

The Doctor nodded in agreement. "I believe I can do that. But in return, I want a promise from _you_ , that in the future, if you have a problem with something I did, you'll stay and talk it through instead of running off."

Donna seemed a bit taken aback at this request, but then comprehension seemed to light her eyes. "I won't run off again," she promised. "We'll work it out like mates, not run away like children."

The Doctor held out his hand to her; without hesitation, she took it and shook. "Alright, then," he said, as a grin lit up his face.

* * *

He would never admit it, but Donna knew the Doctor well enough to realize just how scared he had been of losing her. If she had been harboring any doubts, that last request he had made put them to rest.

"What are you working on?" she asked him, peeking over his shoulder to the workstation he had set up on the console.

"What? Oh." He walked over to the workstation she had been looking at. "Have you seen any strange children walking around the City?"

That was a rather odd question, she thought. "No, not that I can think of."

"Well, I have. Specifically, one little girl, 'bout eight or nine, gave some flowers to Postmaster Lyons two days ago. Funny thing is, no one seems to be paying her any attention. Literally no one notices that there's this little girl walking around the City by herself, in the middle of the day."

Donna frowned. "Perception filter?" she asked.

"No, well, none that I can sense," he answered her. "But it didn't seem to work on me. Anyway, the flowers she gave Lyons were full of these." He gestured at the nanobot, laying cut open under a magnifying glass. "Been trying to figure out what it does. So far, all I've got is that it's sending out some sort of signal."

"Have you traced the signal?" was her immediate response. She reached over and used her fingernail to prod a particularly dense cluster of chips within the 'bot's chasis.

"Was in the middle of doing just that when we had our little ..." he sniffed loudly, staring off into space, trying to come up with a word, "... chat."

But Donna wasn't paying attention to him anymore. "Doctor? Have you been able to determine what that is?" she asked, using one of his probes to point at a group of wires running into a sphere.

"No, although I've tried," he replied. "Haven't been able to get it open."

She looked up at him. "Have you tried sending a watt pulse into the relay?" she asked.

He shook his head. "Of course I have," he replied, and began to pace.

" _While_ using the sonic to stimulate the locking mechanism?"

He stopped dead, looked at her with a dropped jaw, mouth hanging open in an 'O' of surprise that suddenly curled into a face-lighting grin. "Brilliant, you are," he replied.

It really was as easy as that. She used his equipment to deliver the watt pulse, whilst he used the sonic screwdriver. The sphere popped open immediately, displaying its incredibly tiny and intricate innards.

They both realized what its function was at the same moment. No words were necessary. He grabbed his coat whilst she grabbed the homing device he had been working on, programmed in to the 'bot's signal. He locked the door behind them.

* * *

The place the 'bot signal was transmitting to wasn't, in fact, in the City at all. Nor was it in any of the Inner boroughs. The warehouse was far enough out that they had to go by Donna's house to get her car.

"Are we sure this is the place?" Donna asked, surveying the warehouse. The Doctor understood her skepticism. It looked completely abandoned. Squatting in the middle of what was probably once an industrial area but now was just paved concrete with grass growing up through the cracks, it overlooked the Thames through windows and doors that were either cracked, broken, or completely gone.

In short, it looked like the sort of place only animals and the occasional transient or drug dealer visited.

Of course, that made it the perfect place to hide any sort of operation you didn't want anyone to know about.

Donna's question was answered very shortly as two very large men holding very large guns came out of the warehouse to greet them. The Doctor considered making a joke about their greeting party arriving, but then thought better of it. Something was off about the two humans, however, and it didn't take him long at all to realize what it was - their eyes. Even though they looked around with movements that appeared alert, their gazes were rather unfocused and glassy.

But they were alert enough to see that the two unarmed Time Lords were no threat. The man on the left briefly pressed his thumb and ring finger together, then muttered, "All clear," in a voice too low for a human to hear. It wasn't too long after that before a little blonde girl walked out of the warehouse. She looked the picture of childhood innocent, in a yellow sundress and sandals, but neither the Doctor nor Donna was fooled.

"You've come," the girl said. Her face smiled as she said the words, but there was a coldness about them that no normal sunny eight-year-old would have.

Before they had opened the sphere in the nanobot, the Doctor would have been more than happy to bluff it out with her. Now, however, he found that he didn't have the patience. "Yes, we have," he replied. "So d'ya mind telling us why you're spreading small robots with illegal neural inhibition relays all over London?"

The girl smiled again, but this smile seemed to be devoid of all emotion. "Very clever," she replied. "You're not from this planet, are you? There's no mention of you in any database I've searched." She pulled out a device that looked like a cellphone, and began scrolling through the screens.

"Yes, we're very clever," Donna spoke up from his side. "Now, I believe the man asked you a question."

"You, however, are." The girl turned to Donna, completely ignoring what she had said. "Donna Noble, resident of Chiswick. Currently unemployed. Good luck on that interview tomorrow, by the way." She turned back to the Doctor. "You were very clever, changing your associate in our database so we wouldn't recognize her. It was only by chance that I happened to realize the deception and was able to correct it."

It took only a moment for the Doctor to realize what she was talking about. They had had Donna in their database before her regeneration; after she had regenerated, they had assumed her change was due to his tinkering. Which meant they still thought Donna was human. "Who are you?" he asked her point-blank. "You talk about not being from this planet; but, then, neither are you. Who are you, and what do you want with Earth?"

"I am O'fila, of the Da'Rhilor people," the little girl answered with a smile. "And that is all you need to know."

The Doctor quickly searched his memory, but came up with absolutely no references of a species, race, planet, political group, or religion named Da'Rhilor. He didn't even bother consulting with Donna; if he didn't know, she didn't. "No, that isn't all I need to know," he responded to her glib statement. "I don't know what you're planing for this world, but I'm willing to bet it isn't pleasant. So I'm giving you a choice." He felt Donna stiffen beside him, and he remembered them talking about this exact thing not an hour ago; but he had to do this. "Tell me your plans, tell me what you want, and I'll help you get it without anyone getting hurt. Or simply leave, and we'll forget this ever happened. But I'll promise you one thing, O'fila of the Da'Rhilor people: if you don't stop this operation, I will."

O'fila laughed, a sweet windchime laugh that had no place coming from a being of such evil. "I hardly think you will. Who even are you, to throw out threats so easily? What do you think you two could do against so many?"

"I'm the Doctor," he replied. "Check your records again."

O'fila laughed again, but plugged the name into her database anyway. "Oh, I see," she said. "That changes things." And the little girl stuck her hand into her pocket, pulled out a handful of nanobots, and threw them at Donna. "Catch."

Donna immediately began frantically brushing them off herself, but the little things were too tiny to fend off effectively. Besides which, they were _fast_. "Donna!" the Doctor cried in alarm. He took a step towards her, to help, when he felt something sting the back of his neck. Dread pooled in the bottom of his stomach. He could already feel the drugs taking effect as he pulled the dart from his skin. The splash of deep vermilion on the tip made his head swim; he realized he was on the ground without any memory of falling.

The last thing he saw before the black took him completely was a single nanobot work itself between Donna's right eye and her eyelid, headed through the eye socket straight for the brain.


	8. Old Enemy, New Enemy

**Notes for the Chapter:**

> The next few chapters are the main reason this fic has a "T" rating instead of a "G". There's going to be physical and mental torture, some of it quite sadistic, with even worse overtones and threats. I've kept this fic at a "T" rating, however, which I see as being what you'd see in a "PG-13" rated movie, so there's not going to be anything worse than you'd see in a James Bond or Jason Bourne film. But if you're easily triggered by that sort of thing, you may want to skip the next few chapters.

It was the discomfort that finally woke him. He was laying on his left side in a pose that suggested that he'd probably been dumped there and left as he'd fallen. As a result, his neck had a crick in it, he couldn't feel his left arm anymore, and a soreness on his left temple and left hip suggested that he'd probably have bruises there later.

He opened his eyes, only to snap them shut again as bright fluorescent lights all but blinded him. He sat up with a groan, only to make another unwelcome discovery - he was completely nude. Dignity aside, that meant all the lovely toys he kept in various pockets were now out of reach.

He quickly took stock of his surroundings. The cell he was currently inhabiting was made entirely of some sort of pliant plastic that gave a bit without breaking. The entire thing, from floor to ceiling, was painted a shade of white that bounced the fluorescents around in a headache-inspiring way. A roughly rectangle-shaped groove in the wall was the only indication of a door. A drain off to one side was undoubtedly there to serve as the loo; other than that, two alcoves to sleep in made up the cell's only furnishings. Nothing to help him escape.

Other than that, there were two things in the cell with him - a pile of clothes that turned out to be a set of jumpsuit-type shirt and trousers, which he gratefully pulled on; and Donna Noble in a similar jumpsuit, sitting in the other alcove and staring vacantly into space.

"Oh, Donna," he muttered, feeling the guilt of yet another Doctor-induced trauma wash over him. She didn't so much as blink to show she heard him.

He hesitated a moment, trying to decide what to do. Donna wasn't a fan of telepathy, he knew. But he needed to discern exactly what they had done to her. Hoping she wouldn't later take it as another violation, he very lightly touched her public mind with his own.

Relief. Fear. Frustration. And a little pain. Those emotions ran from her to him so pure, he was momentarily overwhelmed. « _Are you okay?_ » he asked her telepathically.

That got a reaction of pure surprise. « _... what ... ?_ » she sent back, unsure of herself.

It dawned on the Doctor that she had no way of knowing how to communicate mind-to-mind. This was going to be tricky. « _I've had telepathic conversations in the past,_ » he reminded her. « _Access my memories._ »

There was a pause as she did what he'd suggested. « _Like this?_ » the reply finally came.

« _Oh, you are brilliant, you!_ » It occurred to him that their captors might be watching; even though he knew it was futile, he put on a show looking for any way to escape. « _What happened after they gave me that little nap?_ » he asked.

But Donna had been looking at more Doctor memories, and so instead of replying with words, she sent him a memory of her own.

_He watched himself fall, and felt hopeless to stop it. He-as-Donna had his own battle to fight. The nanobots were so small and so fast, he was proud of how long he held them off. But it was inevitable that one would eventually get past; he had only a moment's notice, something irritating the bottom of his eye, like a stray eyelash, before he felt the 'bot wiggle its way between lid and ball. He could actually feel it traveling up his optic nerve, following it directly to the brain, finding the lobe it wanted and sending out thousands of hair-thin tendrils to insert themselves, and ..._

The memory cut off, leaving him with the taste of panic on his tongue. « _Sorry,_ » she said, almost shyly. The taste turned bitter as he realized that, once again, her mind had been violated against her will; and, once again, it was his fault.

« _At least you had my best interests at heart,_ » her voice cut through his thoughts, and he realized they were still connected. « _The 'bots remove inhibition. They're voice-activated, so that when a certain voice gives you a command, you have to obey._ » Her face remained blank, but her mental voice sounded like she was smiling. « _Of course, it doesn't work on Time Lords._ »

The memories continued. He glossed over them, keeping a safe distance from the emotions felt as she remembered one of the guards scooping him up in a fireman's carry, O'fila commanding her to follow as they made their way to this cell. Donna had paid special attention to the machinery they had passed, so they could later try to puzzle out their purposes; as well as the workers, so she could convincingly mimic them. She had also noticed other children - not many, but no fewer than a dozen located here and there throughout the warehouse, of both genders and all races, but all about the same age.

The Doctor glossed over the memory of her trying to not look like she was trying not to look as they stripped his unconscious body, and burned with shame as she remembered the guards then turning to her and ordering her to do the same, and she unable to hesitate or even cover herself once finished in fear that O'fila wouldn't realize something was wrong ...

« _Oi, Spaceman,_ » her voice cut in. « _It's only a body. Thanks to you, there're now plenty more where that came from. When we get out of 'ere, you can wallow in guilt to your hearts' content. Until then, let's focus, shall we?_ »

He replied by finishing his inspection of their cell, and turning to "inspect" her. She kept her gaze unfocused as he placed his hands on either side of her head, and closed his eyes, miming initiating a telepathic connection. Her outward appearance was calm; but, inside, he could feel her fighting not to pull away. A new wave of guilt washed over him; to keep her from commenting on it, he spoke first. « _Just pretending to be checking on the 'bot,_ » he reassured her, and was relieved when he felt her relax. « _They'd think it odd if I didn't. Now; what is this warehouse? It's clear from the equipment you saw that they're manufacturing something. But what?_ »

« _More nanobots, perhaps?_ » she suggested, pointing out a segment of their now-shared memory of a series of 'bots coming out of a machine.

That fit, but there was something else going on here. Something deeper. The Doctor was just about to comment on that, when the door opened behind him. He took his hands off of Donna's head and moved in front of her, as if to protect her.

He could feel her amusement at the gesture, and perhaps in other circumstances he'd be amused at the futility of his actions as well. But for the moment, mirth would have to wait.

Two guards entered first, a different set than they had seen earlier, but just as formidable. The Doctor found himself slammed to the ground and roughly pulled to his feet. One guard pulled out a matter manipulator and held it above the Doctor's head while another located a set of handcuffs. Before even his Time Lord brain could process what had just happened, he was standing perpendicular to the doorway and facing Donna, with his hands restrained above his head and secured to a loop that had appeared in the wall. The two guards stepped back and evaluated their handiwork. They must have liked what they saw, because they were satisfied enough for the one closest to the door to mutter, "All clear," in a gruff monotone.

They were joined by O'fila, who beamed at them, scanner already in hand. And behind her, holding a bag containing the two prisoners' possessions ...

The man was slight, and ill-kept. Blond hair fell in a way that suggested that it hadn't seen a brush in some time, much less a pair of scissors. His face was in desperate need of a shave, and his clothes were stained and torn. But his scraggly appearance didn't fool either Time Lord for a single moment. The Doctor recognized him instantly; feeling his alarm, Donna peeked into his memories and was filled with horror as well.

"Doctor," the blond man said in greeting, giving him a broad grin that did much to hide the malice and resentment within.

"Master," the Doctor replied, voice barely above a whisper. The Master just grinned.


	9. Catching Up

**Notes for the Chapter:**

> There's been some questions about timelines, and how this AU fits in with the canon 'verse - specifically, with "The End of Time" two-parter. Obviously, some EoT spoilers to follow:
> 
> With Donna's impending regeneration drawing the TARDIS to Earth, Saxon's disciples stepped up their timetable. I'm sure that there were some instructions in there regarding what to do if the Doctor is around a lot. Lucy and her ally didn't have time to brew up their anti-resurrection potion. The resurrection still caused an explosion that destroyed Broadfell Prison, but it went smoothly and the Master wasn't left with a deformed and dying physical body. He still came out blond and unkempt because of reasons. Honestly, that whole scene from the Special made very little sense scientifically and looked like it would be much more at home in a Harry Potter film than anything science fiction.
> 
> Because the timetable for the Master's resurrection got stepped up, Mr. Naismith and his creepy daughter have no idea about the Master, haven't gotten the Gate anywhere close to up and running, and none of those events will ever happen. The two Vinvocci will undoubtedly do what they had planned to do all along - get the Gate working again and take off with it, leaving the Naismiths none the wiser. All that's in the future, however.
> 
> The "he will knock four times" prophecy isn't at work in this AU. The "he" of the prophecy (in a twist I doubt anyone saw coming) wasn't the Master but Wilf. The events leading up to Wilf knocking won't come into play; even if they had, in this AU Wilf isn't traveling with the Doctor. As to whether the Doctor will regenerate or not ... well, you're going to have to wait and see!

"But ... but that's impossible!" the Doctor exclaimed. "I saw you die!"

"Yet here I am," the Master replied, grinning from ear to ear.

The Doctor continued to stare in horror and shock, punctuated by occasional exclamations of disbelief, and the Master continued to wear that shit-eating grin and enjoy his rival's surprise, and Donna continued to wonder how long they were going to keep it up. They thought he was dead; he was obviously alive; move on. She debated shifting a bit in her alcove, just to destroy the moment; but she had been ordered to sit still and quiet, and keeping the enemy in the dark about her ability had never been more important.

Finally growing bored, she sent a mental nudge to the Doctor, which had the desired effect of snapping him out of his shock-induced trance. It also reminded him of something. "How did I not feel your existence?"

It didn't seem possible, but the Master's grin got even broader than before. "The Da'Rhilor are such an intelligent species," he said, while O'fila beside him looked uncomfortable. "You've already seen their neural recalibration 'bots, and what they can do." This was said with a nod in Donna's direction, causing Donna to wonder if the satisfaction gained from rolling her eyes was worth the chance of someone noticing. "Most 'bots not only make their host unable to resist compliance with a command spoken in a Da'Rhilor voice, but also dampen their host's public mind. The Da'Rhilor are a telepathic species, you see; they'd hate to be able to feel the human race's fear and panic as they're enslaved."

Donna was very careful to keep her face still as a flood of elation rushed through her. They couldn't sense him, but neither could he sense them. Her secret was safe, for now. Now, if they could just get him talking, he might reveal his plan ...

Apparently O'fila had had the same revelation. "Sir, do you believe it wise to discuss our plans with the enemy?"

The Master didn't turn away from the Doctor, but something in his face changed, and his whole demeanor was suddenly very cold and very hard and very, very dangerous. Donna was reminded just how much of a nutter this man was. "Perhaps you're forgetting the terms of our little arrangement?"

O'fila frowned. "Of course not. But this man is still dangerous, and will be until he is neutralized."

" _This man_ currently can't even _scratch his own ass_. Trust me, _this man_ is more helpless right now than if you put a bullet in his brain; which, incidentally, would not incapacitate him as well as you would think." He finally turned to the unhappy alien. "Now, _this man_ is an old friend of mine, and we have a lot of catching up to do. Run along, now."

Judging by her frown, it appeared that O'fila _really_ didn't like this; but judging by her actions, there wasn't much she could do about it. "Would you like me to leave the guards, at least?" she tried once more for caution.

But the Master had turned back to the Doctor and was only half paying attention to her. "I don't think that will be necessary." He waited until the door sealed itself again before making his next move.

Surprisingly, his next move was to turn to Donna. "Ah, the lovely assistant," he all but purred, stroking her face. It took all of Donna's willpower not to pull away. "You always did love playing with Earth girls, Doctor."

"Leave her alone!" the Doctor commanded with as much authority as he could. However, with his hands pinned above his head, he couldn't get enough air into his lungs to really make his words boom like he obviously wanted.

The Master didn't even dignify that request with a reply. "Still, you're no good to me like that." He pulled a device from his pocket, and held it up for the Doctor to see. "Emergency release," he joked, before putting it against Donna's temple and pressing a button.

The gasp of relief Donna made as she felt the 'bot's tendrils releasing from her brain wasn't entirely for show. She didn't even react as she felt the thing crawl out through her ear canal; she was too busy rolling her shoulders and head and stretching out the muscles of her arms. Instead, she waited until it fell to the floor and stretched her legs out by stepping on it.

The Master laughed in delight as the heel of her shoe crushed the nanobot. "Oh, I like her!" He clapped at the destruction and turned to see the Doctor's reaction; the other's stern glare just delighted him more.

Donna realized that, had she still had a human's inferior circulation, she shouldn't be able to stand; with a wince, she pretended to have had the pins-and-needles feeling of returned blood circulation to her legs and feet, and sat back in the alcove. The Master waited while she sat and began pretending to massage feeling back into her calf, then leaned over so he was eye level with her. "Of course, having the Doctor's little pet obedient could be useful," he told her. "So I had these made." He reached into his pocket and pulled out three of the 'bots. Instead of metal, these had been painted a garish red. "Extra strength, made with Chuckles over there in mind. And tied to my voice, not the Da'Rhilor. So if you even think about doing something silly, like attempting escape ...," he widened his eyes in mock alarm, "... best not."

It did not escape her attention that those 'bots were designed to work on a Time Lord. Pretending obedience was bad enough; Donna was not eager to find out what the real deal felt like.

He seemed to be waiting for a reply, so she cast her eyes down in mock submission and nodded. Her response seemed to satisfy him, because he grinned at her and patted her cheek. "There's a girl," he mockingly praised her, then popped up suddenly. "So! Now that we understand each other ..." He rubbed his hands together before turning back to the Doctor, sticking his hands in his pocket, and giving the other man his most winning smile. "Where's the TARDIS?"

* * *

The Doctor had been waiting for this. The Master was keeping them alive for a reason; well, a reason beyond the sheer enjoyment of torturing them. The Doctor wasn't fooling himself - as much as he loved the man like a brother, he knew very well just how sadistic and cruel the Master was. He absolutely would keep the Doctor, and perhaps even one of the Doctor's friends, alive just to watch him in pain. But half the fun of torture was in the wind-up, and the Master wasn't acting like that was his intention. So the motive must be information.

Of course, that's also why Donna was still here and alive. Leverage. Best keep the Master's attention away from her as long as possible.

"Come with me," the Doctor said, ignoring the Master's question. "We could forget about this, and see the Universe together. You and I."

The Master chuckled bitterly at his words, but didn't reply. Instead, he turned away from the Doctor.

When the blow came, it was completely unexpected. The Doctor found himself off his feet and dangling by his wrists before he felt the sting on his cheek or heard the _smack_ of flesh against flesh. "Oooo; that's gonna leave a mark," the Master quipped while the Doctor picked himself back up. "Once more: where'd you leave your TARDIS?"

"There's no need for this," the Doctor replied, just as calmly as he had before. "You could be so brilliant. All this anger and hatred, it's such a waste."

The Master threw his hand up, and took great pleasure in watching the Doctor flinch, before backhanding him again on the other cheek. "Don't make me ask again; you won't like it."

"I can't," the Doctor replied, almost regretfully. "You know I can't."

The Master grabbed the Doctor's chin, forced it up, forced the Doctor to look him in the eye. "You can," he said, suddenly mellow. "And you should have." He dropped the Doctor's chin abruptly enough that the Doctor's head fell forward painfully before he could stop it. When he realized what the Master was doing, however, all discomfort was forgotten.

"No, leave her out of this!" the Doctor demanded as the Master grabbed Donna by the hair. Donna responded to the assault by abandoning all pretenses of compliance and striking back at the Master. The heel of her hand connected with his nose in a way that would have broken it had the Master been human. As it was, though, the blow wasn't debilitating so much as it was just very painful. But as tough as she was, and as fast and as strong as she was now, Donna wasn't a fighter, not like the Master was. He ducked her next blow and retaliated by backhanding her hard enough to make her see stars. It dazed her long enough for him to again grab a handful of hair and force her head to the side. "This is between you and me; she has nothing to do with this!" She grabbed at him, and even used her nails to gouge painful welts in his forearms, but the angle was all wrong and she couldn't get enough purchase to stop him. "Leave her alone; we'll talk!" The Master pulled out one of the red 'bots and held it over Donna's head. "Listen to me!" But neither Time Lord was paying attention to the Doctor as the Master dropped the 'bot down Donna's ear canal.

The Doctor could feel Donna's shock, and the brief flash of panic that was quickly followed by a sort of tactical acceptance. He was there, his mind alongside hers, as the 'bot crawled its way through her ear canal and to the brain. He felt her frustration and disappointment as she felt it work its way into every aspect of her being, and her grief over losing this body that she had just obtained. « _Goodbye,_ » he heard her say, one last telepathic message, before she was cut off completely from him.


	10. Painful Questions

**Notes for the Chapter:**

> Sorry this was a few days late. Hope you enjoy it all the same!
> 
> This is the last chapter to feature torture. After this, any violence will be due more to basic "Doctor and companion running from baddies" type situations that pop up in every single Doctor Who story. But be warned, we still have this chapter to get through; and well all know that the Master is a sick bastard.

The Doctor and the Master watched with completely different reactions as the light in Donna Noble's eyes died. With a soft sigh, her body relaxed and her face smoothed to a blank expression. It was over; or, at least, that's what both men believed. They didn't count on Donna's ingenuity.

The Master leaned in towards her. "Now. You'll si- _umf_!" This time, when the blow hit, the sound of cartilage and bone shattering made it clear that Donna's punch had broken the Master's nose. He staggered back, shocked, while she made for the door, desperate to reach it before he recovered.

She didn't make it. "Stawp!" The command was muffled but unmistakable. Donna froze mid-stride, her obedience so immediate that she actually ran into the door. "Sit bawck where you were." She grimaced, but her body obeyed instantly and sat itself back in the alcove. "Sit still. Do nawt move, do nawt speak." The Doctor's hearts broke as he watched her assume the same pose she had when he first woke in the cell, although this time it was completely involuntary.

The Master ignored both prisoners as he administered to his nose. He carefully manipulated it back into shape before using some of his regeneration energy to heal it, then took a few experimental sniffs and seemed to be satisfied that it had returned to normal. He then viciously backhanded Donna hard enough that the Doctor worried momentarily that she would have a concussion before remembering that her new physiology would make that very difficult.

"I'm starting to see why you enjoy having humans around so much, Doctor," the Master said with a laugh. "So unpredictable!" He walked over to the door and picked up the bag he had walked in with, that contained both prisoner's possessions, and then upended it on the ledge beside Donna.

The Doctor had once joked that his pockets were bigger on the inside. That wasn't strictly true - his clothes were made of perfectly ordinary cloth with perfectly ordinary physical properties. What _was_ true was that he liked to keep said pockets stuffed to the brim with anything and everything that might come in handy. Which amounted to quite a pile of random junk that the Master found himself sorting through. "Sonic screwdriver. Psychic paper. Fob watch. Cricket ball. Candy. Key. Eyeglasses; do these even work? Yo-yo. Banana. 3D glasses. Really?" The Master glanced over his shoulder at his captive, with an expression on his face that made the Doctor think he was probably wondering why he had never been able to get the upper hand on this toe-rag.

Donna, ever the pragmatic, had left her purse in the car before going to investigate the warehouse all those hours ago. The only thing she had had on her possession were her own car keys, a small torch, and her cell. Nothing interesting there.

The Master glanced briefly at the pile of possessions before alighting on the one that the Doctor had hoped he would overlook. With a flourish, he brandished the TARDIS key and held it up in front of the Doctor's face. "Last chance, Doctor," he warned. "I find that I've grown rather bored with this charade. Either I entertain myself with the ship this key goes to, or I entertain myself with your bird here. Your choice."

The Doctor's hearts sank into his stomach. It always came down to this, his friends paying for his decisions and mistakes. He said nothing as his mind frantically raced, trying to come up with a way to both keep Donna from harm and keep the Master from the TARDIS. He was, unfortunately, drawing a blank.

"Very well," the Master said, turning to Donna. To the Doctor's surprise, he placed the TARDIS key in Donna's hand, then looked over his shoulder with a malicious grin. "It's made of artanite, isn't it?" he asked.

The Doctor was momentarily confused. Of course it was, most TARDIS keys were ... and then it hit him. Artanite had quite a few unique properties, which was the reason it was so commonly used. The alloy, for which none of its parts were found on Earth, amplified any psychic components run through its molecules, glowed a cheery gold when its particles were excited, and was harder than the toughest steel while lighter than the purest gold. Its durable nature, in fact, made it almost as hard as a diamond and almost impossible to scratch or scrape, which is why even after many centuries the key showed no sign of wear and tear.

It also meant that the teeth on the key were just as sharp as the day it was cut. Certainly sharp enough to cut through, say, skin.

The Master grinned as he watched realization dawn across the Doctor's face. He maneuvered Donna's right hand like a puppet, until the key was poised above her left forearm. "Cut," he commanded her.

"No, wait!" the Doctor found himself shouting as a plan came to him. Well, more like an idea, and one that wasn't going to hold up for very long. But one that might save Donna from some nasty scars. "It's ... it's under Waterloo Bridge. North bank." He put his best defeated face on, and hoped it was enough.

"Stop," the Master commanded Donna. The Doctor's hearts sank as the Master pulled a cell from his pocket, and dialed a number. He relayed the information given him into the phone, then snapped it closed. "And now we wait." He grinned at the Doctor's look of dismay. "What, did you think I would go investigate myself?" He laughed. "And miss such brilliant company?"

As if to illustrate his point, he sat on the ledge beside Donna. "Although, I must admit that I'm surprised. She's a bit more ... _destructive_ , than I would have expected. But not too bad to look at." He reached up and stroked Donna's cheek. "Once I retrieve the TARDIS, I might take her with me."

The Doctor knew full well that the Master had absolutely no interest in Donna, except to use her as a means to get to the Doctor. He knew that the Master was putting on this little show strictly for the purpose of causing him pain. And he knew that the more he let that pain show, the farther the Master would go.

In fact, he was counting on it.

"Leave her be, please," he said. He meant for it to be strong, commanding, but he couldn't get enough air in his damn lungs to keep his voice steady. It cracked a bit there at the end, to the Master's delight.

"And why would I do that?" he asked, shifting himself in the alcove to be closer to Donna. "Come, now, Doctor; you must have noticed before just how soft and warm these human women are." He was directly behind Donna, now, leaning towards her. But his attention was on the Doctor, not Donna; so he completely missed what the Doctor took note of. "They smell nice, too, with their fragrant perfumes and shampoos." He leaned the rest of the way to smell Donna's hair. The Doctor couldn't help it, he struggled for just a second to free himself; but the Master saw, and grinned. He reached around her, making a show of absentmindedly stroking her collarbone. In the process, he was all but hugging her from behind.

It was only a matter of time, like that. His chest pressed against her back. So much body contact. It was inevitable that he would notice that something was amiss.

The Doctor could pinpoint the exact moment that the Master realized that Donna had two hearts. Watching his face, the Doctor saw the instant that the Master went from that malicious grin to confusion to outright shock.

Given time, he would have recovered from that shock, and adjusted his plans to include, not a Time Lord and a human, but two Time Lord prisoners. His attention would have been turned on Donna in earnest, then, not just to irk the Doctor. He might even decide to kill the Doctor and question Donna directly. Given time.

Donna didn't give him that time.

This time, when the blow connected, it wasn't to his nose. Donna slammed the Doctor's cricket ball against the Master's left temple. There was no time to defend himself, or even see the impact coming. He was unconscious before he knew what had happened.

She was reaching around and rummaging through his pockets before he slumped over all the way.

"No, no, the sonic!" the Doctor interjected. Donna ignored him. She found the "emergency release" device, pressed it against her temple, and activated it. Right away, he could feel the press of her mind against his once again. He sighed in relief and heard her do the same, then they both watched as the 'bot disengaged itself from her brain and crawled out. This one went the same way as the first, compliments of Donna's boot heel. She stood up, and was about to release the Doctor, when she had an idea. The Doctor wholeheartedly agreed as she reached down and used the device on the Master, as well. Even unconscious, they could both feel his mind join theirs.

After that, it didn't take long at all to get dressed and reclaim their possessions. They left the cell with a bound and gagged Master, dressed in the Doctor's jumpsuit, handcuffed on the other side of the room from his own screwdriver.

« _This way,_ » Donna's voice once again filled his mind, as she shared with him as much of the layout of the warehouse as she knew. They held hands as they ran down the corridors towards the command room.


	11. Do Not Pass GO

**Notes for the Chapter:**

> Sorry this chapter was so late. Real life gets busy sometimes. I hope you'll like this next chapter: lots of the Doctor and Donna running around and being cute together!

Their cell, it turned out, was in an area of the warehouse used for storage. Donna supposed that fit, as the purpose of a cell was a sort of storage, just storage of people instead of the miscellaneous supplies and machinery they passed. Fortunately, storage areas also happen to not be visited until someone needs something from them, so except for one worker they hid from in a janitor's closet, they didn't see a single soul until they burst out onto a platform overlooking the factory floor.

There was absolutely no way they were going to get from one side of that floor to another without being seen. The equipment on the floor used mostly Da'Rhilor technology instead of human, so they couldn't even talk without being overheard by the closest workers. Donna could practically feel the Doctor's brain working overtime, trying to come up with a plan to get them across, but he was thinking way too literally. Silly Time Lords, all that knowledge but no creativity. Donna might be a Time Lord now herself, at least biologically, but thinking outside the box was more a habit than a physiological trait.

« _There must be five hundred workers in this location alone,_ » she pointed out, basing her estimation on the fact that there were exactly 348 workers at 400 stations currently on the floor, and the fact that, enslaved or not, they had to eat and sleep at some point. « _What d'ya wanna bet these workers don't know every other worker on sight?_ » She accompanied her question with a mental image of the two of them, wearing vacant mind-controlled-by-'bot expressions on their faces, simply walking out and across like it was the most natural thing in the world.

He agreed, but amended her plan by making the two imaginary figures wearing the same uniform the workers were wearing - greyish-blue coveralls with black Wellies for both men and women. She agreed, and was just about to discuss where they could find uniforms themselves when she realized that they were exactly what the Da'Rhilor guards had dressed their prisoners in back in the cell. « _We shouldn't've changed back to our clothes,_ » she stated morosely.

There was no better option. They retraced their steps and reclaim their prison garb, which it turned out had been worker's garb.

Their return actually turned out to be to their benefit. The Doctor used his sonic to open the door and they entered their old cell, only to find that the Master had woken, had almost managed to work his much smaller hands out of the handcuffs, and was all but free.

"No, no, no, no!" the Doctor admonished as soon as he realized what Donna intended. She ignored him and punched the Master in the temple hard enough to stun him.

The Doctor gave her a dirty look. "He's already been knocked about enough," he pointed out. "We want to incapacitate him, not kill him."

"I didn't knock him out, just dazed him a bit," she replied breezily. Both friends knew that it would take a bit more than a little knocking around to kill a Time Lord.

They had already gone through his pockets, but as the Doctor once again stripped an incapacitated Master down, Donna used the sonic to scan the Master's clothes for any hidden weapons. After her third set of lock picks found, it was decided that they'd leave him in his undershirt and pants. Donna still insisted on checking those for hidden surprises. They came up clean.

There was nothing for it then but to get changed. Donna had her back to the Doctor, and avoided looking at the Master. He caught her eye, anyway, while she was in bra and knickers, and winked lewdly at her. She blushed despite herself, and he laughed into the gag. She debated hitting him again, but decided that to do so now would be an act of anger and not necessity, and would have just shown him that he had gotten to her. Instead, she turned her back to him and ignored him.

Finally, they were ready to go. « _Stash 'em next door?_ » the Doctor suggested, indicating the Master's possessions.

Thinking about how close he had been to getting himself free, Donna readily agreed.

* * *

Walking around on the factory floor was surprisingly easy, when one dressed appropriately.

They had found some Wellies in a neighbouring storage room, and now properly looked the part of factory workers. Just to be sure, they had nicked two pair of safety goggles as well, to cover as much of their faces as possible.

Still, stepping onto the factory floor had been a bit nerve-wracking. But, as they wound their way farther and farther through the equipment, it had quickly turned amusing, and then dull. This was the third section they had walked through, and the Doctor could feel Donna deciding whether or not to ask him something. Her hesitation amused him, which irritated her enough to take the leap.

« _When did you know the Master's 'bot wasn't working on me?_ » she asked. The Doctor didn't answer, but found himself more amused by the question, which in turn just made her more irritated. « _Fine,_ » she spat out with a telepathic huff. The Doctor was impressed; he didn't even know that was possible. « _When did you know the Master's 'bot wasn't **completely** working on me?_ »

« _When you didn't cut yourself,_ » he answered her. She didn't reply, just sent a general feeling of confusion, the telepathic equivalent of a brow-raise. « _The Master commanded you to cut yourself with the TARDIS key,_ » he explained. « _I interrupted him; your first time out with that new body, it'd be a shame to get a scar so soon after regenerating. He listened to me, and then commanded you to stop. But the amount of time between him commanding you to cut and commanding you to stop was 3.488 seconds. The 'bot was programed only to his voice, not to mine. Had you been completely under his control, you would have ignored me completely and started cutting long before that stop command had been given three and a half seconds later._ »

She thought for a moment. « _It was a long shot, anyway_ _,_ » she stated. « _Time Lord brains are far too complicated to control easily. Especially with such a tiny little 'bot._ »

« _He never expected those 'bots to do anything of the sort_ _,_ » he replied. « _That 'bot couldn't control a Time Lord, and he knew it. Otherwise, he could've just put the 'bot in **my** ear and saved himself quite a bit of trouble._ »

The sound of her laughter filled his mind. « _If he had been paying attention, then, he would have known I was a Time Lord when I hesitated and been able to salvage the situation. He has only himself to blame for that little slip-up._ »

« _The Master is a genius; stone-cold brilliant, that one. But, sometimes, he can be so bone-dead stupid,_ » the Doctor agreed.

She laughed again, but then he felt her attention snap back to fully focus on what they were doing. The two Time Lords turned a corner and found themselves at the warehouse's control room.

Oddly enough, the offices were empty of personnel. The Doctor ignored the light switch in favor of remaining as inconspicuous as possible; Donna must have been thinking along the same lines because she did the same thing. Without speaking a word, either verbally or mentally, they each walked to a different file cabinet and began to search.

The drawer the Doctor opened first had several files. Each file was marked with a name. He skimmed through them, only to have his hearts stop and then race when he saw one labeled "Lyons". With great excitement, he pulled it out.

It was completely empty.

He replaced it, careful to put it back exactly as he found it, and selected another at random.

It, too, was empty.

So was the next, and the next. His hearts, so excited a moment ago, sank as be realized that not a single file in the entire drawer had so much as a paperclip laying forgotten at the bottom.

"Doctor," he heard Donna mutter. He turned to find her holding a file marked "personnel" that didn't have a single scrap of paper in it.

Both realized what it meant at the same time. « _Let's go,_ » he told her, leaving the last file where it was and making a hasty retreat for the door. The encouragement turned out not to be necessary; Donna had already decided on the same course of action and was actually farther along than he was. He fell in step behind her, taking one last look over his shoulder to remember the room's layout on the off chance they might be able to return. Because of that last glance, he didn't realize Donna had stopped until he ran into her.

"I think it's time we had a little chat," O'fila said. She strode into the room, and gestured to the floor in front of the two former prisoners. "On your knees, please." She backed up that command with two other children flanking her, each holding a gun that looked like it weighed more than they did, and yet each carrying it like they knew exactly what to do with it.

There was little choice; the Doctor complied, and heard the rustle of cloth on skin as Donna did the same.

« _Any bright ideas?_ » Donna asked him, meekly putting her hands up to cradle the back of her head.

« _A few come to mind,_ » he replied, doing the same. « _I want to talk to this O'fila first, though. Maybe see if we can't get any information out of her._ »

"Or maybe not," O'fila replied to them out loud. Both Time Lords stared at her in shock. "Honestly you two; chattering away at each other like magpies as you run up and down the corridors. Did you really think no one would hear?"

"The Da'Rhilor are telepathic!" he muttered at her, at the same moment she muttered to him, "They're a telepathic species!"

O'fila laughed. "Worked that bit out quick, yeah?" she asked. "Not much gets past you two."

« _Now who's bone-dead stupid?_ » another mental voice joined in. The Doctor felt his whole body slump in defeat as the Master walked in behind the three aliens, fully dressed and once again in possession of his things and grinning from ear to ear. He took a moment to savor the sight of his enemies defeated and defenseless, before striding forward suddenly and slapping Donna hard enough that when she picked herself back up off the floor her cheek bore the imprint of his fingers. "That's for my nose," he announced smugly.

O'fila laughed again. "Feel better?" she asked him teasingly.

He snorted in disdain at her condescending tone, but said nothing.

She took that as an affirmative. "Now, then; to business. This lot have given us nothing but trouble; and during a very sensitive stage of our operation to boot. We just can't have that." She caught the eye of one of her two companions and gestured to the two prisoners with her chin. "Kill them," she commanded.


	12. Get Out of Jail, Free

**Notes for the Chapter:**

> I believe I owe everybody an apology. After publishing my previous chapter, we went on vacation outside the country, then were busy trying to catch up, and then I got sick. By the time everything was said and done, I completely forgot I hadn't finished this story. Then BethyQuake commented on the last chapter, and I realized that I hadn't. Thank you, everybody, for your patience.
> 
> This chapter clears up quite a bit of exactly what's going on. Hope you enjoy!

O'fila gestured to the two prisoners with her chin. "Kill them," she commanded.

The Doctor watched grimly as the two small Da'Rhilor "children" aimed their weapons at Donna and himself, and thought frantically for an escape. He opened his mouth, ready to say anything that came to mind just to stall for time, when the Master beat him to it.

The Master rolled his head to stare at O'fila with contempt. "Excuse me," he called in a sarcastically singsong voice. "I could have sworn I just heard you order the execution of my prisoners."

"They are too dangerous to let live," O'fila replied, without even looking at him. "The threat must be neutralized. Surely you can understand that."

"I believe you're the one not understanding. Threat or not, dangerous or not, they are _my_ prisoners, to do with as _I_ please." He jabbed at his chest angrily with a finger, emphasizing his words. "Or have you forgotten our agreement so quickly?"

The two Da'Rhilor soldiers kept their eyes on the prisoners, but were visibly shaken by the argument happening around them. The Doctor watched the one on the left, the Asian-looking child, lower his weapon just a hair.

O'fila had no such reservations. "I agreed to let you have the Doctor, any associates he happened to have with him at the time, and his possessions including the blue box, _if_ it didn't interfere with our operation. So far, it has done nothing _but_ interfere. This is the third time this man has caused a Code 3 alarm in _just two days_. And what is it the humans like to say? Three strikes and you're out?" She finally turned her head to look at him. "I'm sorry, Master, but your pets need to be euthanized."

He said nothing, just held her scowl with one of the piercing stares he was so good at. In the end, she was the one to lower her gaze first.

She covered her ocular retreat by catching the eyes of her soldiers. "Now, J'ralu, R'fele, if you would please-"

That was as far as she got. Reaching into his pocket, the Master pulled out a handful of the red 'bots and threw them at the two Da'Rhilor gunmen.

And at that moment the Doctor realized why the Master had increased the strength of his red 'bots. It wasn't to affect a Time Lord; it never had been. The Doctor had been right in what he said to Donna earlier - the 'bots never had been meant to do anything of the sort. It was another, equally telepathic but less complex, species the Master had in mind while designing those 'bots.

They were meant for his Da'Rhilor allies. They were his insurance.

The two soldiers fought the 'bots, naturally, but were even less successful than Donna had been earlier. O'fila yanked out her scanner and hit desperately at buttons on its keypad, but the 'bots were programmed to a different system and didn't respond to her efforts. In only moments, both gunmen wore vacant expressions on their faces. "Ranger Eighteen is now our captive. If any captive fights or tries to flee, kill them," the Master commanded.

O'fila raised her chin haughtily as the two gunmen shifted to include her in their line of fire.

"Now, for my two errant comrades," the Master said, turning to the Doctor and Donna.

He was going to take them back to their cell, the Doctor realized. Probably torture him, possibly torture Donna, trying to get the location of the TARDIS. Either way, torture or none, the Da'Rhilor's plan would go forward unhindered. Desperately, he stalled for time. "Why children?" he asked, ignoring the Master to address O'fila instead.

The question seemed to amuse the Master. "Answer him," he commanded his captive.

O'fila bristled at the order. For just a moment, it seemed like she might refuse. But then she seemed to pause and reconsider. Instead, she demonstrated for them why the invading Da'Rhilor had adopted the shape of human children.

Her skin seemed to sag, flesh melting and reshaping itself into a completely different shape. The resulting form was a humanoid standing only about a metre tall, vaguely reptilian but with smooth, oddly purple skin devoid of scales, with a fan-like crest and a slightly protruding muzzle. Large black eyes focused on the Doctor, then O'fila turned almost mockingly to show off a short tail and a beautiful pattern running down her back in shades of purple and blue. Completing the circle, she melted back into the blonde child in a yellow sundress and pigtails.

Beside him, Donna watched it all with the same fascination and wonder that he himself felt. "You are a beauty," he stated honestly. "And I mean that from the bottom of my hearts. Still," he sniffed, jerking his chin to the side, before seeming to lose his thought. "So, what are you then? A shapeshifter?"

"We are, as you know, telepathic," was the only answer O'fila offered.

"Telepathic shapeshifting?" he replied, only half joking. "Some sort of mental control of your body? Or maybe control of others' bodies; specifically, their minds. _Oooh_ , it's an ill _uuu_ sion!" He drew out the last word, pleased with his conclusion.

"A biological perception filter," Donna offered, with a sort of grudging wonder.

"Yes, a mental ill _uuu_ sion," O'fila spat out in response, mocking them. It was an oddly childlike response from such an un-childlike child.

The Master cleared his throat in warning. Again, O'fila looked like she might protest, but then had second thoughts.

"So, why invade Earth?" Donna asked.

O'fila didn't even hesitate this time. "Our planet has need of labourers. The species we had previously been using contracted a disease that decimated the population beyond sustainability. Humans are relatively strong and dexterous, and breed at a rapid rate. They are also susceptible to our telepathy."

"So you were trying to enslave the human race," Donna replied. "Not exactly the first time that's been tried. Why do you need the nanobots, though, if you can just control everyone directly with your mind?"

O'fila snorted in amusement. "And what? Telepathically control an entire species using only a handful of colleagues? The nanobots are a shortcut, a means of mass mind control. Once the human race is sufficiently restrained, they will be weaned off the nanobots until they need only their trainer and master's thoughts."

Donna scrunched up her nose, as if she had smelled something foul. "That's sick," was her response.

"That's stupid," was the Doctor's. "You don't know these people like I do, O'fila. It never would have worked. The humans are too clever at getting around oppression."

O'fila laughed in disbelief. "It can and will work, Doctor," she replied. "A pity you won't be around to see it." With an evil grin, O'fial looked at Donna expectantly.

* * *

Suddenly, Donna found herself the focus of every gaze in the room. Unnerved, she looked from one face to another, trying to figure out exactly what was happening. There was something nagging her, something from her subconscious demanding attention, but she suppressed it quickly. "Whot?" she demanded defensively.

Meanwhile, O'fila's face had gone from smug to uneasy to concerned to flat-out confused. "Why didn't that work? What did you do?" she demanded of Donna.

Again, Donna had that nagging feeling in the back of her mind, and again she brushed it away, only to realize that it felt violent and bloody. Suddenly, O'fila's comment clicked into place. "You're trying to control me," she accused O'fila. "To make me ..." she studied the dark thought trying to worm its way into her mind "... attack the Doctor." She should have been furious at yet another attempt at violating her mind, but this attempt was so pathetic that she was amused instead.

O'fila saw that amusement, and it only added to her confusion. "How did you stop it?!" she demanded.

"Simple," Donna stated with a smile. "I'm a Time Lord."

All three Gallifreyans watched with amusement as this bit of news settled on the three Da'Rhilor soldiers. O'fila went rather quickly from surprise to anger to that smug look again, but J'ralu and R'fele gaped at her in shock. Their expressions were so humorous, even the Master was watching them instead of O'fila. In fact, a flash of movement out of the corner of their vision was the only warning any of them had as O'fila took advantage of the general confusion by pulling a knife from the folds of her dress and sending it hurling at the Master.

The Master dove out of the way, but the knife still cut a gash through the meat of his upper arm. He stayed down, covering the cut with his hand to try and stop the bleeding, while the two gunmen recalled the Master's previous commands and opened fire on O'fila, who had ducked behind a desk for cover.

And with that, the attention was squarely off the Doctor and Donna. They wasted no time in taking advantage of it, and were running through the door in a matter of moments. As she was almost there, however, Donna felt something pressed into her hand. She looked down to see the Master, still prone on the floor, pressing a piece of paper into her left palm. He caught her gaze and winked before laying back down.

She had no time to wonder what that meant, or what the paper was. They were out the door and running for their lives.


	13. Regrouping

A headlong retreat had its benefits.

It also had its drawbacks, of course. When the Doctor finally stopped to catch his breath, and Donna had finally gotten her heartsbeat under control, they both realized at roughly the same moment that neither had the faintest idea where they were.

"Do you have a plan?" she asked him hopefully.

"When do I ever?" was his reply. Donna grudgingly nodded her agreement.

The area of the compound they now found themselves to be in was even more unused than the storage area where they had been kept captive. In fact, judging by the cobwebs and dust, no one had been back here in years.

The two Time Lords were taking in their surroundings, desperately searching for inspiration, when Donna felt something jabbing her palm. She looked down to find the paper the Master had pressed into her hand, ignored during their flight until now.

"What is it?" the Doctor asked as she unfolded the paper.

"The Master gave it to me before we ran," she explained as she read.

"Well, what does it say?" he replied impatiently. She could feel his excitement.

"I'm ... not sure," she replied, staring down at the writing. It was in an alphabet neither her human mind nor her Time Lord memories was familiar with. Wordlessly, she held it up for him to see, and cocked an eyebrow in question; he shook his head in response. "His idea of a joke, I suppose," she muttered.

"No, I don't think so," the Doctor replied. "If he took the time to write it out, then give it to you, he has a reason."

"Like, messing with us?" Donna pointed out.

"That's not the Master's style," the Doctor said, shaking his head. "Either way, we can't do anything out here. Let's work our way back to the offices."

* * *

It took a surprising short amount of time for the Master's paper to show its usefulness. They were walking down a corridor that they hadn't been down yet, when Donna stopped the Doctor. "Look," she said, pointing at a sign above the door.

Just like in any other building of size in the entire galaxy, the rooms in the 'bot factory were numbered. Apparently, that numbering was done in the Da'Rhilor language and subsequent alphabet. He really should have seen that coming.

The first line of characters on the paper matched the room number on the door they were standing outside.

Neither Time Lord hesitated. The Doctor turned the knob, to find the door surprisingly unlocked.

The first thing he noticed on entering the room was the rows and rows of television monitors. The second thing was how dark the rest of the room was. The monitors lit up the space so well, throwing technicolor mosaics on the wall, that there was no need for an overhead light.

"CCTV," Donna stated. Sure enough, the Doctor could see most of the factory and the offices they had been captured in, swarming with what appeared to be heavily-armed children.

That was going to take some getting used to.

"Here," the Doctor said, clicking the space bar on a PC located beneath the monitors. The center monitor came off of screensaver (some rotating symbol, likely from the same alphabet) and displayed what was obviously a login screen. The Doctor immediately pulled his sonic out and began trying to bypass the login screen to get into the system.

The display went slightly static and warped for a moment, but then solidified back into the same login screen.

"Deadlocked?" Donna asked.

"Deadlocked," he confirmed.

"Let me try." The Doctor had no idea what his friend had in mind, but gladly moved aside. Donna immediately pulled out the paper the Master had given her, and began entering in two lines of characters that very well could be a login username and passcode.

The computer system considered the data entered for a moment, before flashing black and returning to the login screen. The message was clear.

"It was worth a try," Donna muttered to herself, starting to fold the paper back up.

"Wait!" the Doctor cried. "Flip them!"

"Flip them?" Donna questioned. Still, it was worth a try. She pulled the paper back out, and did as the Doctor suggested, switching the code she entered as a username and the one she entered as a passcode.

The system thought about this new data for only a moment before flashing red and pulling up what was clearly a system screen.

"Nice thinking, Spaceman," she said over her shoulder, flashing him a grin, before turning back to the screen. The Doctor, too, watched the monitor, waiting for ... there! The TARDIS translation circuits finally had enough data to begin translating the Da'Rhilor language.

The system they now had access to was pretty underwhelming, to be frank. They could move individual cameras, shut them down, shut down everything, or ... actually, that was it. Apparently, trust in security personnel was not a Da'Rhilor trait.

"I suppose that leaves one option," the Doctor stated with a shrug. He moved to shut down all cameras, but was stopped by a hand slapping his away.

"Oi!" he cried in surprise and outrage. "Donna!"

"Oi, yourself!" she replied. "Let's not get hasty; that's what got us into this mess. Sonic?"

Still looking cross, the Doctor handed it over.

Donna began using it to scan the computer system. Now unlocked, it responded readily to the sonic screwdriver, even allowing her to open a back door to options the average guard wouldn't have. With a few twists of the sonic, she programmed the security footage to display, not what was live currently, but a loop of the last 30 minutes.

"Brilliant!" the Doctor exclaimed, holding his hand out to receive his sonic back. "We're almost ready to go. Just one more thing." He held up a box he had swiped from the Master, when they had taken his things back in the makeshift cell. Inside were several of the red 'bots.

Donna hesitated, but nodded her agreement. The 'bots would allow them to move throughout the building without having to worry about giving themselves away telepathically.

* * *

There were two more lines of characters on the paper. Although the TARDIS was now translating the alien alphabet into her native Latin one, the characters still seemed like gibberish.

One of the two lines, however, was obviously another room number. A room number that was getting closer, as they moved back towards the administrative offices they had fled a number of hours ago.

"KF346, KF348," Donna muttered to herself, watching the room numbers. "Here. Room KF354."

The sonic opened the lock on this room easily. The Doctor dove right in, while Donna hesitated at the door. She held the paper up, reading the last line again, wondering where it would come in use.

Perhaps it was her hesitation that caused their discovery. More than likely, however, they had already been spotted entering the office. Their Da'Rhilor enemies had likely realized that their prey was nowhere to be found and responded by doubling the guard around the administrative area.

Either way, the first hint that either Time Lord had that they were being hunted was when the Master's paper suddenly disintegrated in Donna's hand.

Donna wasted no time. She immediately fell to the floor and rolled into the office. The Doctor was ready, and slammed the door shut behind her. His sonic screwdriver made short work of jamming the lock.

**Notes for the Chapter:**

> Whew! Well, that chapter was a long time in coming! Sorry it took so long to post (and thanks to YoureInTown for reminding me that this fic wasn't finished yet!). I hope to have the next (and last) chapter up by the weekend.


	14. Finale

The Doctor spun around to see what was in the room they had risked so much to get to, and wasn't disappointed. A row of machinery lined the far wall, a desk made up of various lights and toggles. Above the desk was a window that ran the entire length of the room, overlooking the factory floor below. Captive workers went about their duties, machine-like zombies performing their tasks, unaware that they were being watched from above.

In the very center of the desk, much like it had been in the security room, was a single computer monitor. This one wasn't on screensaver, however. There were no cutesy characters floating around the screen, no attractive color schemes, no frills. No field to enter a username. This was the inner sanctum; even just to enter the room required a security level very few people possessed. There was no need for multiple accounts. Just one gatekeeper, just one passcode. Enter it, and you're in.

Outside, the Da'Rhilor had given up on unlocking the door, and were attempting to knock it down using brute force. Naturally, the door to such an important area had been reinforced to prevent such a outcome. Donna was busy pushing any furniture not bolted to the floor up against the door, anyway, as a makeshift barricade.

"Donna, I need that paper," the Doctor said. It fit together perfectly: that last line of code had to be the passcode to get into this computer. Otherwise, why lead them to this room?

He hoped fervently that what he had told Donna earlier was true, that the Master wasn't just winding them up.

As it turned out, it didn't matter. "It's gone," Donna grunted around the filing cabinet she was manhandling into place.

_That_ got the Doctor's attention. "What?!" he exclaimed, spinning around. "What do you mean, _gone_?!"

"Gone. _Finito_. Bye-bye," Donna huffed. "The Da'Rhilor disintegrated it."

The Doctor watched her for a moment before turning back to the computer screen. "Now what?" he muttered to himself morosely.

* * *

Had Donna been human still, their adventure would probably have ended there. Human brains are simply not designed to memorize long strings of random characters.

However, Donna wasn't human.

"Oi. Move." Still in a physical mood, she pushed the Doctor aside. With no hesitation, she entered the 24 randomly-generated characters that had been the last line of the Master's paper.

This computer didn't hesitate, the way the one in the security room had. It dinged once, and showed them a menu of options.

This was it. This was make or break. This was when everything came together. Willingly, Donna stepped back and motioned the Doctor to the computer. Let him call the shots.

Watched as he deactivated the 'bot program.

Watched the workers on the factory floor start to wake up, as if in a trance.

Watched as he set off the fire alarm.

Watched the workers, one by one, become aware enough to run.

Watched as he called up the self-destruct sequence.

Watched as he set it for fifteen minutes.

Watched as he hit "execute".

Watched him run over to the barricade in front of the door and start to tear it down.

Sprung into action, to help.

* * *

Outside, the Da'Rhilor seemed to realize they had been beaten. The battering to the door outside had stopped a few minutes ago.

When they got the door opened, there was no one in the hallway outside.

They ran.

* * *

On the grass-spattered pavement outside the abandoned factory, former workers began to gather. They looked back at the building, wearing a mixture of expressions. Stunned. Shocked. Confused. And some - not many, but a growing number - were angry.

Among them was a man whose clothes were surprisingly ripped and stained. His blond hair was shaggy, like he hadn't cut or even brushed it in awhile, and he was in desperate need of a shave.

He was smiling as the building blew.

* * *

**ABANDONED FACTORY BURNS TO THE GROUND.**

_**Police suspect arson.** _

_An abandoned factory building in Erith caught fire at around 17:30 yesterday and was completely destroyed. A preliminary investigation indicates that the cause of the fire may have been arson. Police have stated that, at this moment, they do not suspect that insurance fraud played a part in the fire._

_"Mr. Muller [the property owner] has been very cooperative in this investigation," the lead detective has-_

"Oh, is that today's paper?" That was the only warning Donna got as the newspaper she had been reading was ripped from her hands.

"Oi!" she yelled in irritation. "I was reading that!"

The Doctor ignored her. "Oh, look! We're in the papers." He leaned back on the TARDIS console and began to read.

Donna rolled her eyes and huffed in annoyance, but let him read. She'd have her turn soon enough. Soon enough, reading was something that she'd have plenty of time for. It was amazing how little sleep this new body needed.

"I should probably get going," she stated, instead. "I have a job interview tomorrow with that company in the City ..."

The Doctor looked up, confused, then crestfallen. "You're not coming with me." It was a statement, not a question.

Donna shook her head. No.

"Still mad at me?" the Doctor asked, deflated. It was amazing how _small_ he could look at times like these.

She smiled at him. "No," she reassured him. "Not mad. Or upset. Or anything. It's just ..."

The Doctor put the paper down and walked down the ramp towards her. "Just what?"

She could feel the smile on her face turned wistful. "Just, I want to spend some time with my family. While I can."

The Doctor had no response to that. While it was true that she would live for millennia, the same couldn't be said for her human family. "But, then?" he said instead. "After ... ah?"

Donna grinned at him. "Look me up in another forty years," she replied. "We'll talk then."

He grinned back. "Donna Noble, I wouldn't miss it for the world."

* * *

The TARDIS dematerialized with a wheezing noise that Donna would recognize anywhere. She stood in the alleyway entrance, watching until it had completely faded away from sight. Watching until the sheer ordinariness of human life settled back into the space that the Doctor had just vacated.

She was still smiling to herself. Never before had she understood what a gift ordinariness could be.

And when she bored of it? Well, she had the Doctor's number, didn't she? Spending her aging family's last years by their sides didn't mean that she couldn't pop out for the occasional adventure now and again.

With a nod, she turned away from the alleyway, and walked back to the rest of her human life.

**Notes for the Chapter:**

> Well, folks, it's been a crazy ride! When I posted that first chapter, way back in 2013, I never expected it to turn into a fourteen chapter extravaganza spanning three years! Nor did I realize just how much work basically writing a prose version of an episode of Doctor Who would be. Which is probably a good thing, as I'm not sure if I would have started if I did. And I wouldn't want to have missed this crazy, fun mess!
> 
> I want to take this space to thank everyone who has stuck with me this long. Three years is a long time to have to wait to see how a fanfic ends. I kinda dropped the ball there, and that wasn't fair to my followers/subscribers, and for that I apologize. I just hope the wait was worth it!
> 
> Thanks again, guys. The DW fandom has some of the best people online in it. I've received so much encouragement and well-wishes along the way, both at ff.net and AO3. You guys rock!
> 
> Peace out, and see you guys in the fall, when Series Ten starts up!


End file.
